Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2019 | Nov. 19, 2019 | |
Total consideration | ||
Entity Registrant Name | Bright Mountain Media, Inc. | |
Entity Central Index Key | 0001568385 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2019 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business Flag | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 100,653,531 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2019 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Current Assets | ||
Cash and cash equivalents | $ 587,520 | $ 1,042,457 |
Accounts receivable, net | 3,576,299 | 561,470 |
Note receivable, net | 1,283,887 | 18,750 |
Prepaid expenses and other current assets | 612,377 | 611,206 |
Current assets - discontinued operations | 1,720 | 239,747 |
Total Current Assets | 6,061,803 | 2,473,630 |
Property and equipment, net | 80,465 | 5,464 |
Website acquisition assets, net | 65,293 | 113,741 |
Intangible assets, net | 4,305,097 | 221,117 |
Goodwill | 16,397,449 | 988,926 |
Prepaid services/consulting agreements - long term | 930,002 | 1,162,500 |
Right of use asset | 447,915 | |
Other assets | 76,002 | |
Other assets - discontinued operations | 60,470 | |
Total Assets | 28,364,026 | 5,025,848 |
Current Liabilities | ||
Accounts payable | 4,665,201 | 655,229 |
Accrued expenses | 1,920,507 | 465,032 |
Accrued interest to related party | 4,160 | 947 |
Premium finance loan payable | 3,383 | 92,537 |
Deferred revenues | 4,163 | |
Long term debt, current portion | 165,163 | 229,844 |
Operating lease liability, current portion | 189,669 | |
Current liabilities - discontinued operations | 591 | 143,929 |
Total Current Liabilities | 6,948,674 | 1,591,681 |
Long term debt to related parties, net | 22,160 | 11,688 |
Operating lease liability, net of current portion | 258,246 | |
Total Liabilities | 7,229,080 | 1,603,369 |
Commitments and Contingencies | ||
Shareholders' Equity | ||
Convertible preferred stock, par value $0.01, 20,000,000 shares authorized, | ||
Common stock, par value $0.01, 324,000,000 shares authorized, 77,993,531 and 62,125,114 issued and outstanding at September 30, 2019 and December 31, 2018, respectively | 776,898 | 621,252 |
Additional paid-in capital | 40,778,245 | 19,775,753 |
Accumulated deficit | (20,493,637) | (17,042,966) |
Total shareholders' equity | 21,134,946 | 3,422,479 |
Total Liabilities and Shareholders' Equity | 28,364,026 | 5,025,848 |
Series A-1 Preferred Stock [Member] | ||
Shareholders' Equity | ||
Convertible preferred stock, par value $0.01, 20,000,000 shares authorized, | 5,000 | |
Series B-1 Preferred Stock [Member] | ||
Shareholders' Equity | ||
Convertible preferred stock, par value $0.01, 20,000,000 shares authorized, | ||
Series E Preferred Stock [Member] | ||
Shareholders' Equity | ||
Convertible preferred stock, par value $0.01, 20,000,000 shares authorized, | 25,000 | 25,000 |
Series F Preferred Stock [Member] | ||
Shareholders' Equity | ||
Convertible preferred stock, par value $0.01, 20,000,000 shares authorized, | $ 43,440 | $ 43,440 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2019 | Dec. 31, 2018 |
Preferred stock, par value per share | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 |
Common stock, par value per share | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 324,000,000 | 324,000,000 |
Common shares, shares issued | 77,993,531 | 62,125,114 |
Common shares, shares outstanding | 77,993,531 | 62,125,114 |
Series A-1 Preferred Stock [Member] | ||
Preferred stock, shares authorized | 2,000,000 | 2,000,000 |
Preferred stock, shares issued | 500,000 | 0 |
Preferred stock, shares outstanding | 500,000 | 0 |
Series B-1 Preferred Stock [Member] | ||
Preferred stock, shares authorized | 6,000,000 | 6,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Series E Preferred Stock [Member] | ||
Preferred stock, shares authorized | 2,500,000 | 2,500,000 |
Preferred stock, shares issued | 2,500,000 | 2,500,000 |
Preferred stock, shares outstanding | 2,500,000 | 2,500,000 |
Series F Preferred Stock [Member] | ||
Preferred stock, shares authorized | 4,344,017 | 4,344,017 |
Preferred stock, shares issued | 4,344,017 | 4,344,017 |
Preferred stock, shares outstanding | 4,344,017 | 4,344,017 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Revenues | ||||
Advertising | $ 2,113,276 | $ 185,417 | $ 3,915,326 | $ 1,159,751 |
Cost of revenue | ||||
Advertising | 1,432,922 | 117,175 | 2,874,076 | 810,744 |
Gross profit | 680,354 | 68,242 | 1,041,250 | 349,007 |
Selling, general and administrative expenses | 2,734,203 | 802,423 | 4,452,490 | 2,703,615 |
Loss from operations | (2,053,849) | (734,181) | (3,411,240) | (2,354,608) |
Other income (expense) | ||||
Interest income | 16,234 | 1,153 | 37,281 | 2,169 |
Gain on settlement of liability | 122,500 | |||
Interest expense | (6,993) | (16,014) | (7,902) | (41,217) |
Interest expense - related party | (5,574) | (101,526) | (17,289) | (303,033) |
Total other income (expense) | 3,667 | (116,387) | 134,590 | (342,081) |
Net loss from continuing operations | (2,050,182) | (850,568) | (3,276,650) | (2,696,689) |
Income (loss) from discontinued operations | 13,649 | (19,804) | (174,021) | (56,991) |
Net Loss | (2,036,533) | (870,372) | (3,450,671) | (2,753,681) |
Preferred stock dividends Series A, Series E, and Series F preferred stock | (52,682) | (24,565) | (201,484) | (58,069) |
Net loss attributable to common shareholders | $ (2,089,215) | $ (894,937) | $ (3,652,515) | $ (2,811,750) |
Basic and diluted net loss for continuing operations per share | $ (0.03) | $ (0.02) | $ (0.05) | $ (0.05) |
Basic and diluted net (loss) profit for discontinued operations per share | 0 | 0 | 0 | 0 |
Basic and diluted net loss per share | $ (0.03) | $ (0.02) | $ (0.05) | $ (0.05) |
Weighted average shares outstanding - basic and diluted | 64,267,465 | 51,728,049 | 66,485,230 | 49,388,322 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Change in Shareholders' Equity (Unaudited) - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Total |
Balance at Dec. 31, 2017 | $ 14,750 | $ 461,689 | $ 11,685,685 | $ (11,818,902) | $ 343,222 |
Balance, shares at Dec. 31, 2017 | 1,475,000 | 46,168,864 | |||
Common stock issued for 10% dividend payment pursuant to Series A preferred stock subscription | $ 100 | (100) | |||
Common stock issued for 10% dividend payment pursuant to Series A preferred stock subscription, shares | 10,000 | ||||
Issuance of Series E preferred stock | $ 5,000 | 195,000 | 200,000 | ||
Issuance of Series E preferred stock, shares | 500,000 | ||||
Series A-1, E and F preferred stock dividend | (14,763) | (14,763) | |||
Stock option vesting expense | 7,344 | 7,344 | |||
Units consisting of one share of common stock and one warrant issued for cash, net of costs | $ 17,625 | 616,876 | 634,501 | ||
Units consisting of one share of common stock and one warrant issued for cash, net of costs, shares | 1,762,500 | ||||
Net Loss for the period ended | (949,250) | (949,250) | |||
Balance at Mar. 31, 2018 | $ 19,750 | $ 479,414 | 12,490,042 | (12,768,152) | 221,054 |
Balance, shares at Mar. 31, 2018 | 1,975,000 | 47,941,364 | |||
Balance at Dec. 31, 2017 | $ 14,750 | $ 461,689 | 11,685,685 | (11,818,902) | 343,222 |
Balance, shares at Dec. 31, 2017 | 1,475,000 | 46,168,864 | |||
Net Loss for the period ended | (2,753,681) | ||||
Balance at Sep. 30, 2018 | $ 24,125 | $ 572,889 | 16,295,502 | (14,572,582) | 2,319,934 |
Balance, shares at Sep. 30, 2018 | 2,412,500 | 57,288,864 | |||
Balance at Mar. 31, 2018 | $ 19,750 | $ 479,414 | 12,490,042 | (12,768,152) | 221,054 |
Balance, shares at Mar. 31, 2018 | 1,975,000 | 47,941,364 | |||
Issuance of Series E preferred stock | $ 1,375 | 53,625 | 55,000 | ||
Issuance of Series E preferred stock, shares | 137,500 | ||||
Series A-1, E and F preferred stock dividend | (18,742) | (18,742) | |||
Stock option vesting expense | 6,864 | 6,864 | |||
Units consisting of one share of common stock and one warrant issued for cash, net of costs | $ 30,625 | 976,322 | 1,006,947 | ||
Units consisting of one share of common stock and one warrant issued for cash, net of costs, shares | 3,062,500 | ||||
Warrants issued for services | 95,552 | 95,552 | |||
Net Loss for the period ended | (934,058) | (934,058) | |||
Balance at Jun. 30, 2018 | $ 21,125 | $ 510,039 | 13,603,663 | (13,702,210) | 432,617 |
Balance, shares at Jun. 30, 2018 | 2,112,500 | 51,003,864 | |||
Issuance of Series E preferred stock | $ 3,000 | 117,000 | 120,000 | ||
Issuance of Series E preferred stock, shares | 300,000 | ||||
Series A-1, E and F preferred stock dividend | (24,564) | (24,564) | |||
Stock option vesting expense | 5,753 | 5,753 | |||
Units consisting of one share of common stock and one warrant issued for cash, net of costs | $ 52,750 | 1,941,802 | 1,994,552 | ||
Units consisting of one share of common stock and one warrant issued for cash, net of costs, shares | 5,275,000 | ||||
Shares issued to Spartan Capital for prepaid consulting contract | $ 10,000 | 644,448 | 654,448 | ||
Shares issued to Spartan Capital for prepaid consulting contract, shares | 1,000,000 | ||||
Common stock issued for services | $ 100 | 7,400 | 7,500 | ||
Common stock issued for services, shares | 10,000 | ||||
Net Loss for the period ended | (870,372) | (870,372) | |||
Balance at Sep. 30, 2018 | $ 24,125 | $ 572,889 | 16,295,502 | (14,572,582) | 2,319,934 |
Balance, shares at Sep. 30, 2018 | 2,412,500 | 57,288,864 | |||
Balance at Dec. 31, 2018 | $ 68,440 | $ 621,252 | 19,775,753 | (17,042,966) | 3,422,479 |
Balance, shares at Dec. 31, 2018 | 6,844,017 | 62,125,114 | |||
Series A-1, E and F preferred stock dividend | (74,171) | (74,171) | |||
Stock option vesting expense | 3,213 | 3,213 | |||
Units consisting of one share of common stock and one warrant issued for cash, net of costs | $ 19,437 | 854,513 | 873,950 | ||
Units consisting of one share of common stock and one warrant issued for cash, net of costs, shares | 1,943,750 | ||||
Net Loss for the period ended | (710,262) | (710,262) | |||
Balance at Mar. 31, 2019 | $ 68,440 | $ 640,689 | 20,559,308 | (17,753,228) | 3,515,209 |
Balance, shares at Mar. 31, 2019 | 6,844,017 | 64,068,864 | |||
Balance at Dec. 31, 2018 | $ 68,440 | $ 621,252 | 19,775,753 | (17,042,966) | 3,422,479 |
Balance, shares at Dec. 31, 2018 | 6,844,017 | 62,125,114 | |||
Net Loss for the period ended | (3,450,671) | ||||
Balance at Sep. 30, 2019 | $ 73,440 | $ 776,898 | 40,778,245 | (20,493,637) | 21,134,946 |
Balance, shares at Sep. 30, 2019 | 7,344,017 | 77,993,531 | |||
Balance at Mar. 31, 2019 | $ 68,440 | $ 640,689 | 20,559,308 | (17,753,228) | 3,515,209 |
Balance, shares at Mar. 31, 2019 | 6,844,017 | 64,068,864 | |||
Series A-1, E and F preferred stock dividend | (74,994) | (74,994) | |||
Stock option vesting expense | 9,898 | 9,898 | |||
Units consisting of one share of common stock and one warrant issued for cash, net of costs | $ 2,400 | 117,600 | 120,000 | ||
Units consisting of one share of common stock and one warrant issued for cash, net of costs, shares | 240,000 | ||||
Common stock issued for services - cancelled | $ (30) | $ (30) | |||
Common stock issued for services - cancelled, shares | (3,000) | ||||
Units consisting of one share of common stock and two warrants issued for cash | $ 10,525 | $ 517,755 | $ 528,280 | ||
Units consisting of one share of common stock and two warrants issued for cash, shares | 1,052,500 | ||||
Net Loss for the period ended | (703,876) | (703,876) | |||
Balance at Jun. 30, 2019 | $ 68,440 | $ 653,584 | 21,129,567 | (18,457,104) | 3,387,487 |
Balance, shares at Jun. 30, 2019 | 6,844,017 | 65,358,364 | |||
Series A-1, E and F preferred stock dividend | (52,682) | (52,682) | |||
Stock option vesting expense | 15,963 | 15,963 | |||
Common stock issued for services | $ 222 | 32,028 | 32,250 | ||
Common stock issued for services, shares | 22,167 | ||||
Common stock issued for services - cancelled | $ (30) | (30) | |||
Common stock issued for services - cancelled, shares | (3,000) | ||||
Units consisting of one share of common stock and two warrants issued for cash | $ 2,584 | 126,596 | 129,180 | ||
Units consisting of one share of common stock and two warrants issued for cash, shares | 258,360 | ||||
Issuance of Series A-1 preferred stock | $ 5,000 | 245,000 | 250,000 | ||
Issuance of Series A-1 preferred stock, shares | 500,000 | ||||
Common stock issued in acquisition of Slutsky & Winshman | $ 120,508 | 19,288,773 | 19,409,281 | ||
Common stock issued in acquisition of Slutsky & Winshman, shares | 12,354,640 | ||||
Net Loss for the period ended | (2,036,533) | (2,036,533) | |||
Balance at Sep. 30, 2019 | $ 73,440 | $ 776,898 | $ 40,778,245 | $ (20,493,637) | $ 21,134,946 |
Balance, shares at Sep. 30, 2019 | 7,344,017 | 77,993,531 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Change in Shareholders' Equity (Unaudited) (Parenthetical) | 3 Months Ended |
Mar. 31, 2018 | |
Series A-1 Preferred Stock [Member] | |
Dividend percentage | 10.00% |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Cash flows from operating activities: | ||
Net loss | $ (3,450,671) | $ (2,753,681) |
Add back: loss attributable to discontinued operations | (174,021) | (56,991) |
Adjustments to reconcile net loss to net cash used in operations: | ||
Depreciation | 5,613 | 14,235 |
Amortization of debt discount | 10,472 | 159,638 |
Amortization | 120,668 | 158,405 |
Impairment of tradename | 20,800 | |
Gain on settlement of liability | (122,500) | |
Gain on sale of property and equipment | (749) | |
Stock option compensation expense | 29,074 | 19,961 |
Stock issued for services | 32,250 | 7,500 |
Provision for bad debt | 29,338 | 63,051 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (808,812) | 106,940 |
Prepaid expenses and other current assets | 482,979 | (688,101) |
Other assets | (17,369) | 3,938 |
Accounts payable | 1,078,205 | (543,891) |
Accrued expenses | 1,070,498 | 15,978 |
Accrued interest to related party | 3,213 | 16,550 |
Deferred rents | (1,335) | |
Deferred revenues | (4,163) | (3,770) |
Net cash used in continuing operations for operating activities | (1,346,384) | (3,368,339) |
Net cash (used in) provided by discontinued operations | (155,739) | 143,739 |
Net cash used in operating activities | (1,502,123) | (3,224,600) |
Cash flows from investing activities: | ||
Purchase of property and equipment | (8,746) | (1,213) |
Cash received for sale of property and equipment | 2,100 | |
Cash received in acquisition | 603,744 | |
Principal collected on notes receivable | 77,500 | |
Notes receivable funded | (1,156,887) | |
Cash paid for website acquisition | (8,000) | |
Net cash (used in) provided by investing activities | (492,389) | 887 |
Cash flows from financing activities: | ||
Proceeds from issuance of common stock, net of commissions | 1,651,410 | 3,636,000 |
Proceeds from issuance of preferred stock | 250,000 | 375,000 |
Payments of insurance premium loans payable | (89,154) | (52,041) |
Dividend payments | (201,847) | (54,685) |
Principal payment on notes payable | (64,681) | (429,924) |
Net cash provided by financing activities | 1,545,728 | 3,474,350 |
Impact of foreign exchange rates on cash | 9,818 | |
Net (decrease) increase in cash and cash equivalents including cash and cash equivalents classified within assets related to continuing operations | (438,966) | 250,637 |
Cash and cash equivalents at beginning of period | 1,042,457 | 140,022 |
Net (decrease) increase in cash related to discontinued operations | (15,971) | 162,752 |
Cash and cash equivalents at end of period | 587,520 | 553,411 |
Supplemental disclosure of cash flow information | ||
Cash paid for: Interest | 15,926 | 158,192 |
Non-cash investing and financing activities | ||
Non-cash acquisition of Slutsky & Winshman net liabilities | 168,244 | |
Non-cash acquisition of intangible assets of Slutsky & Winshman | 4,169,000 | |
Non-cash acquisition of right of use asset | 266,320 | |
Non-cash acquisition of goodwill | 15,408,523 | |
Premium finance loan payable recorded as prepaid | 28,602 | |
Beneficial conversion of debt discount to additional paid in capital | 161,407 | |
Accounts receivable charged against notes payable - Daily Engage Media Group, LLC | 19,525 | |
Reduction of liability with Daily Engage Media Group, LLC | 197,500 | |
Notes receivable for the sale of Black Helmet | 155,000 | |
Valuation of common stock warrants issued to Spartan Capital | 380,409 | |
Adjustment to Goodwill for undisclosed liability assumed in the acquisition of Daily Engage Media | 197,500 | |
Stock issued for prepaid services and consulting agreements to Spartan Capital | 32,220 | 750,000 |
Recognition of right of use asset and lease liability for S&W | 245,540 | |
Stock dividend | $ 100 |
Nature of Operations and Summar
Nature of Operations and Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Operations and Summary of Significant Accounting Policies | NOTE 1 – NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES. Organization and Nature of Operations Bright Mountain Media, Inc. is a Florida corporation formed on May 20, 2010. Its wholly owned subsidiaries, Bright Mountain LLC, and The Bright Insurance Agency, LLC, were formed as Florida limited liability companies in May 2011. Its wholly owned subsidiary, Bright Watches, LLC was formed as a Florida limited liability company in December 2015, and its wholly owned subsidiary Daily Engage Media Group, LLC (“DEM”) was formed as a New Jersey limited liability company in February 2015. In August 2019 Bright Mountain Israel Acquisition, in Israeli company was formed and acquired the wholly owned subsidiary Slutzky & Winshman Ltd. (“S&W”), see Note 4. When used herein, the terms “BMTM, the “Company,” “we,” “us,” “our” or “Bright Mountain” refers to Bright Mountain Media, Inc. and its subsidiaries. Discontinued Operations Effective December 31, 2018 the Company discontinued the E-Commerce operations, the Products segment, as of December 31, 2018 per the determination of Management and the Board of Directors. Accordingly, the Company determined that the assets and liabilities of this reportable segment met the discontinued operations criteria in Accounting Standards Codification 205-20-45 and were classified as discontinued operations at December 31, 2018. See Discontinued Operations Note 5. Continuing Operations We are a digital media holding company for online assets targeting and servicing the military and public safety markets and as such we delivered impressions, which include both our targeted demographic and the larger general demographic from our ad network. Our owned websites are dedicated to providing “those that keep us safe” places to go online where they can do everything from stay current on news and events affecting them, look for jobs, share information, and communicate with the public. We own 19 websites and manage five additional websites, for a total of 24 websites, which are customized to provide our niche users, including active, reserve and retired military, law enforcement, first responders and other public safety employees with information, news and entertainment across various platforms that has proven to be of interest and engaging to them. During the past several years the Company has evolved to place its emphasis on not only providing quality content on our websites to drive traffic increases, but to increase the advertising revenue we generate from companies and brands looking to reach our audiences. Our ad network connects general use advertisers with approximately 200 digital publications worldwide. Bright Mountain’s websites feature timely, proprietary and aggregated content covering current events and a variety of additional subjects that are targeted to the specific, primarily young male, demographics of the individual website. Our business strategy requires us to continue to provide this quality content to our niche markets as we grow our business, operations and revenues. The Company’s focus is to launch its full-scale Ad Network Business platform, the Bright Mountain Media Ad Network Business. On September 19, 2017, under the terms of an Amended and Restated Membership Interest Purchase Agreement with DEM, and its members, the Company acquired 100% of the membership interests of DEM. Launched in 2015, DEM is an ad network that connects advertisers with approximately 200 digital publications worldwide. On October 1, 2019, the Company rebranded the DEM operations as Bright Mountain, LLC On August 15, 2019, under the terms of the Share Exchange Agreement and Plan of Merger with S&W and its members, the Company acquired 100% of the membership interests of S&W. Launched in 2015. S&W provided digital performance-based marketing services to customers which include primarily advertisers and advertising agencies that promote or sell products and/or services to consumers through digital media. |
Going Concern
Going Concern | 9 Months Ended |
Sep. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | NOTE 2 - GOING CONCERN. The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company sustained a net loss from continuing operations of $(3,276,650), a loss of $(174,021) from discontinued operations and used net cash in operating activities of $(1,502,123) for the nine months ended September 30, 2019. The Company had an accumulated deficit of $(20,493,637) at September 30, 2019. These factors raise substantial doubt about the ability of the Company to continue as a going concern for a reasonable period. The Company’s continuation as a going concern is dependent upon its ability to generate revenues, control its expenses and its ability to continue obtaining investment capital and loans from related parties and outside investors to sustain its current level of operations. Management continues raising capital through private placements and is exploring additional avenues for future fund-raising through both public and private sources. The Company is not currently involved in any binding agreements to raise public or private capital. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES. Principles of Consolidation and Basis of Presentation The condensed consolidated financial statements include the accounts of the Company and all of its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in the condensed consolidated financial statements. The accompanying unaudited financial statements for the three and nine months ended September 30, 2019 and 2018 have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) applicable to interim financial information and the requirements of Form 10-Q and Article 8 of Regulation S-X of the SEC. Accordingly, they do not include all of the information and disclosures required by accounting principles generally accepted in the United States for complete consolidated financial statements. In the opinion of management, such condensed consolidated financial statements include all adjustments (consisting of normal recurring accruals) necessary for the fair presentation of the condensed consolidated financial position and the condensed consolidated results of operations. The condensed consolidated results of operations for periods presented are not necessarily indicative of the results to be expected for the full year. The condensed consolidated balance sheet information as of December 31, 2018 was derived from the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018, as filed with the SEC on April 12, 2019. The interim condensed consolidated financial statements should be read in conjunction with that report. Revenue Recognition On January 1, 2019, the Company adopted Accounting Standards Update (“ASU”) 2014-09, “ Revenue from Contracts with Customers (Topic 606)” To determine revenue recognition for arrangements that the Company determines are within the scope of Topic 606, the Company performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the Company satisfies a performance obligation. The Company only applies the five-step model to contracts when it is probable that Company will collect the consideration it is entitled to in exchange for the advertising services it transfers to the customer. At contract inception, once the contract is determined to be within the scope of Topic 606, the Company assesses the advertising services promised within each contract and determines those that are performance obligations and assesses whether each promised advertising service is distinct. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation based on relative fair values, when (or as) the performance obligation is satisfied. The Company recognizes revenue from its own advertising platform, ad network partners and websites (“Ad Network”) through its publishing advertiser impressions and pay-for-click services. the Company’s owned and operated sites, our ad network, or platforms. Invalid traffic on the Ad Network may impact the amount collected and adjusted by our Ad Network. The Company has one revenue stream generated directly from publishing advertisements, whether on the Company’s owned and operated sites, our ad network, or platforms. The revenue is earned when the users click on the published website advertisements. Specific revenue recognition criteria for the advertising revenue stream is as follows: ● Advertising revenues are generated by users “clicking” on website advertisements utilizing several ad network partners. ● Revenues are recognized net of adjustments based on the traffic generated and is billed monthly. The Company subsequently settles these transactions with publishers at which time adjustments for invalid traffic may impact the amount collected. Leases In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842) ”, The new lease standard also provides practical expedients for an entity’s ongoing accounting. The Company elected the short-term lease recognition exemption under which the Company will not recognize right of use (“ROU”) assets or lease liabilities, and this includes not recognizing ROU assets or lease liabilities for existing short-term leases. The Company elected the practical expedient to not separate lease and non-lease components for certain classes of assets (office building). The Company determines if an arrangement is a lease at inception. Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the remaining lease terms as of January 1, 2019. Since the Company’s lease agreements does not provide an implicit rate, the Company estimated an incremental borrowing rate based on the information available at January 1, 2019 in determining the present value of lease payments. Operating lease expense is recognized on a straight-line basis over the lease term, subject to any changes in the lease or expectations regarding the terms. Variable lease costs such as operating costs and property taxes are expensed as incurred. On January 1, 2019, the Company recognized a ROU asset and a lease liability of approximately $588,000, of which $343,000 is associated with the S&W subsidiary on the consolidated balance sheet. Use of Estimates Our consolidated financial statements are prepared in accordance with US GAAP. These accounting principles require management to make certain estimates, judgments, and assumptions. We believe that the estimates, judgments, and assumptions upon which we rely are reasonable based upon information available to us at the time that these estimates, judgments, and assumptions are made. These estimates, judgments, and assumptions can affect the reported amounts of assets and liabilities as of the date of our consolidated financial statements as well as reported amounts of revenue and expenses during the periods presented. Our consolidated financial statements would be affected to the extent there are material differences between these estimates and actual results. In many cases, the accounting treatment of a particular transaction is specifically dictated by US GAAP and does not require management’s judgment in its application. There are also areas in which management’s judgment in selecting any available alternative would not produce a materially different result. Significant estimates included in the accompanying consolidated financial statements include revenue recognition, the fair value of acquired assets for purchase price allocation in business combinations, valuation of intangible assets, estimates of amortization period for intangible assets, estimates of depreciation period for fixed assets and the valuation of equity-based transactions, and the valuation allowance on deferred tax assets. Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. Fair Value of Financial Instruments and Fair Value Measurements FASB ASC 820 “ Fair Value Measurement and Disclosures: The Company measures its financial assets and liabilities in accordance with GAAP. For certain of our financial instruments, including cash, accounts payable, accrued expenses, and the short-term portion of long-term debt, the carrying amounts approximate fair value due to their short maturities. We adopted accounting guidance for fair values measurements and disclosures (ASC 820). The guidance utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels: Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2: Inputs other than quoted prices that are observable, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active. Level 3: Unobservable inputs in which little or no market data exists, therefore developed using estimates and assumptions developed by us, which reflect those that a market participant would use. Financial instruments recognized in the consolidated balance sheets consist of cash, accounts receivable, prepaid expenses and other current assets, note receivable, accounts payable, accrued expenses and premium finance loan payable. The Company believes that the carrying value of its current financial instruments approximates their fair values due to the short-term nature of these instruments. The carrying value of long-term debt to related parties and long-term debt to others approximates the current borrowing rate for similar debt instruments. The following are the major categories of liabilities measured at fair value on a recurring basis for the nine months ended September 30, 2019, using significant unobservable inputs (Level 3): Fair Value measurement using Level 3 Balance at December 31, 2018 $ 309,844 Long term debt additions during 2019 - Principal reductions/payments during 2019 (64,681 ) Adjustment to fair value - Balance at September 30, 2019 $ 245,163 Off balance sheet arrangements Notes Payable and related potential liabilities are excluded from the balance sheet when there are significant uncertainties associated with the likelihood that the liabilities will be paid in full or until such time that the amount of the liability can be reasonably determined or estimated. Due to uncertainties associated with certain Notes Payable resulting from the acquisition of S&W, see Note 4, the Company has not included the value of those Notes Payable within the purchase price and/or related assets acquired in the acquisition. These off-balance sheet arrangements are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors. Accounts Receivable Accounts receivable are recorded at fair value on the date revenue is recognized. The Company provides allowances for doubtful accounts for estimated losses resulting from the inability of its customers to repay their obligation. If the financial condition of the Company’s customers were to deteriorate, resulting in an impairment of their ability to repay, additional allowances may be required. The Company provides for potential uncollectible accounts receivable based on specific customer identification and historical collection experience adjusted for existing market conditions. If market conditions decline, actual collection experience may not meet expectations and may result in decreased cash flows and increased bad debt expense. The policy for determining past due status is based on the contractual payment terms of each customer, which are generally net 60 or net 90 days. Once collection efforts by the Company and its collection agency are exhausted, the determination for charging off uncollectible receivables is made. Property and Equipment Property and equipment is recorded at cost. Depreciation is computed using the straight-line method based on the estimated useful lives of the related assets of seven years for office furniture and equipment, and five years for computer equipment. Leasehold improvements are amortized over the lesser of the lease term or the useful life of the improvements. Website Development Costs The Company accounts for its website development costs in accordance with ASC 350-50, “Website Development Costs”. These costs, if any, are included in intangible assets in the accompanying consolidated financial statements. ASC 350-50 requires the expensing of all costs of the preliminary project stage and the training and application maintenance stage and the capitalization of all internal or external direct costs incurred during the application and infrastructure development stage. Upgrades or enhancements that add functionality are capitalized while other costs during the operating stage are expensed as incurred. The Company amortizes the capitalized website development costs over an estimated life of five years. For the three and nine months ended September 30, 2019 $0 and $8,000, respectively, was capitalized for the purchase of a Facebook page. During the three and nine months ended September 30, 2018 all website costs were expensed. Amortization and Impairment of Long-Lived Assets Amortization and impairment of long-lived assets are non-cash expenses relating primarily to website acquisitions. The Company accounts for long-lived assets in accordance with the provisions of ASC 360, “Property, Plant and Equipment”. This requires that long-lived assets and certain identifiable intangibles be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Website acquisition costs are amortized over five years. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset. If such assets are impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. While it is likely that we will have significant amortization expense as we continue to acquire websites, we believe that intangible assets represent costs incurred by the acquired website to build value prior to acquisition and the related amortization and impairment charges of assets, if applicable, are not ongoing costs of doing business. Stock-Based Compensation The Company accounts for stock-based instruments issued to employees for services in accordance with ASC Topic 718. ASC Topic 718 requires companies to recognize in the statement of operations the grant-date fair value of stock options and other equity-based compensation issued to employees. The value of the portion of an employee award that is ultimately expected to vest is recognized as an expense over the requisite service periods using the straight-line attribution method. The Company accounts for non-employee share-based awards in accordance with the measurement and recognition criteria of ASC Topic 505-50, “Equity-Based Payments to Non-Employees”. Advertising, Marketing and Promotion Costs Advertising, marketing and promotion expenses are expensed as incurred and are included in selling, general and administrative expenses on the accompanying statement of operations. For the three months ended September 30, 2019 and 2018, advertising, marketing and promotion expense was $110,342 and $1,761, respectively for continuing operations and $0 and $66,215 for discontinued operations, respectively. For the nine months ended September 30, 2019 and 2018, advertising, marketing and promotion expense was $116,342 and $24,546, respectively for continuing operations and $6,888 and $202,102 for discontinued operations, respectively. Foreign currency translation Assets and liabilities of the Company’s Israeli subsidiary are translated from Israeli shekels to United States dollars at exchange rates in effect at the balance sheet date. Income and expenses are translated at the exchange rates for the weighted average rates for the period. The translation adjustments for the reporting period will be included in our statements of comprehensive income. Based on the timing of the acquisition of the Israeli subsidiary, see Note 4, the impact of the currency exchange is immaterial for the three and nine months ended September 30, 2019. Income Taxes We use the asset and liability method to account for income taxes. Under this method, deferred income taxes are determined based on the differences between the tax basis of assets and liabilities and their reported amounts in the consolidated financial statements which will result in taxable or deductible amounts in future years and are measured using the currently enacted tax rates and laws in the period those differences are expected to reverse. A valuation allowance is provided to reduce net deferred tax assets to the amount that, based on available evidence, is more likely than not to be realized. The Company follows the provisions of ASC 740-10, “ Income Taxes – Overall”. As of September 30, 2019, tax years 2018, 2017, and 2016 remain open for Internal Revenue Service (“IRS”) audit. The Company has received no notice of audit or any notifications from the IRS for any of the open tax years. Concentrations The Company generates revenues from through Ad Exchange Networks and through our Owned and Operated Ad Exchange Network. There are two large customers which combined account for approximately 16.7% and 27.7% of the Ad Exchange Network Revenue for the three and nine months ended September 30, 2019, respectively. None of the customers accounted for Accounts Receivable in excess of 10% at September 30, 2019. Credit Risk The Company minimizes the concentration of credit risk associated with its cash by maintaining its cash with high quality federally insured financial institutions. However, cash balances in excess of the FDIC insured limit of $250,000 are at risk. At September 30, 2019 and December 31, 2018, the Company had approximately $0 and $706,000, respectively, in cash balances above the FDIC insured limit. The Company performs ongoing evaluations of its trade accounts receivable customers and generally does not require collateral. Concentration of Funding During the three and nine months ended September 30, 2019 a large portion of the Company’s funding was provided through the sale of shares of the Company’s common stock with related warrants. Basic and Diluted Net Earnings (Loss) Per Common Share In accordance with ASC 260-10 , “Earnings Per Share”, Segment Information The Company currently operates in one reporting segment. This segment is focused on producing advertising revenue generated by users “clicking” on website advertisements utilizing several ad network partners and direct advertisers. Recent Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13 “Financial Instruments – Credit Losses” which replaces the incurred loss model with a current expected credit loss (“CECL”) model. The CECL model applies to financial assets subject to credit losses and measured at amortized cost and certain off-balance sheet exposures. Under current U.S. GAAP, an entity reflects credit losses on financial assets measured on an amortized cost basis only when losses are probable and have been incurred, generally considering only past events and current conditions in making these determinations. ASU 2016-13 prospectively replaces this approach with a forward-looking methodology that reflects the expected credit losses over the lives of financial assets, starting when such assets are first acquired. Under the revised methodology, credit losses will be measured based on past events, current conditions and reasonable and supportable forecasts that affect the collectability of financial assets. ASU 2016-13 also revises the approach to recognizing credit losses for available-for-sale securities by replacing the direct write-down approach with the allowance approach and limiting the allowance to the amount at which the security’s fair value is less than the amortized cost. In addition, ASU 2016-13 provides that the initial allowance for credit losses on purchased credit impaired financial assets will be recorded as an increase to the purchase price, with subsequent changes to the allowance recorded as a credit loss expense. ASU 2016-13 also expands disclosure requirements regarding an entity’s assumptions, models and methods for estimating the allowance for credit losses. The amendments of this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Early adoption is permitted as of January 1, 2019. The Company is currently evaluating the impact the adoption of this new standard will have on its consolidated financial statements. In January 2017, the FASB issued 2017-04, “ Intangibles - Goodwill and Other In August 2018, the FASB issued ASU 2018-13, “Fair Value Measurement (Topic 820), - Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement,” which makes a number of changes meant to add, modify or remove certain disclosure requirements associated with the movement amongst or hierarchy associated with Level 1, Level 2 and Level 3 fair value measurements. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Early adoption is permitted upon issuance of the update. We do not expect the adoption of this guidance to have a material impact on our consolidated Financial Statements. Reclassification Certain reclassifications have been made to the September 30, 2018 consolidated Statement of Operations and Statement of Cashflows to conform to the September 30, 2019 presentation. |
Acquisition
Acquisition | 9 Months Ended |
Sep. 30, 2019 | |
Business Combinations [Abstract] | |
Acquisition | NOTE 4 – ACQUISITION. On July 31, 2019, the Company executed a Share Exchange Agreement and Plan of Merger (the “Merger Agreement”) with Slutzky & Winshman Ltd., an Israeli company (“S&W”) and the shareholders of S&W (the “Shareholders”). The merger closed on August 15, 2019, and we acquired all of the outstanding shares of S&W. Pursuant to the terms of the Merger Agreement, we issued 12,130,799 shares valued at $19,409,281 to owners and employees of S&W, contingent consideration of $750,000 paid through the delivery of unsecured, interest free, one and two year promissory notes (the “Closing Notes”), and 223,841 restricted stock units held in escrow for future vested stock options valued at $185,722. In accordance with ASC 805 “Business Combinations” the measurement period for the acquisition is for one year during which the Company may reevaluate the assets acquired, liabilities assumed and the goodwill resulting from the transaction as well as the change in amortization as a result of changes in the provisional amounts as if the accounting had been completed at the acquisition date. The allocation of the purchase price to the assets acquired and liabilities assumed based on management’s estimate of fair values at the date of acquisition as follows: August 15, 2019 Tangible assets acquired $ 3,234,757 Liabilities assumed (3,402,999 ) Net liabilities assumed (168,242 ) Tradename – Trademarks 1,189,300 IP/Technology 2,017,000 Customer relationships 610,000 Non-compete agreements 352,700 Goodwill 15,408,523 Total purchase price $ 19,409,281 The table below summarizes the value of the total consideration given in the transaction: Amount Shares issued to owners $ 19,185,524 Shares issued for vested options 127,757 Shares issued to employees 96,000 Preliminary purchase price 19,409,281 Restricted stock units held in escrow 185,719 Closing notes 750,000 Total consideration $ 20,345,000 Pro forma results The following table sets forth a summary of the unaudited pro forma results of the Company as if the acquisition of S&W, which was closed in August 2019, had taken place on the first day of the periods presented. These combined results are not necessarily indicative of the results that may have been achieved had the business been acquired as of the first day of the periods presented. Three Months Ended September 30, 2019 Nine Months Ended September 30, 20119 Total revenue $ 4,146,851 $ 9,464,664 Total expenses (5,931,506 ) (13,275,037 ) Preferred stock dividend (52,683 ) (201,848 ) Net loss attributable to common shareholders (1,837,338 ) (4,012,221 ) Basic and diluted net loss per share $ (0.03 ) $ (0.06 ) |
Discontinued Operations
Discontinued Operations | 9 Months Ended |
Sep. 30, 2019 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | NOTE 5 – DISCONTINUED OPERATIONS. Management, prior to December 31, 2018 with the appropriate level or authority, determined to exit, effective December 31, 2018, its Black Helmet business line as a result of, among other things, the change in our strategic direction to a focus solely in our advertising segment. Historically revenues from our product sales segment including revenues from two of our websites that operate as e-commerce platforms, included Bright Watches and Black Helmet, as well as Bright Mountain Watches’ retail location. Management, prior to December 31, 2018, with the appropriate level of authority, determined to discontinue the operations of Bright Mountain Watches effective December 31, 2018. The decisions to exit all components of our product segment will result in these businesses being accounted for as discontinued operations. The Company has determined that the exit of the Bright Mountain Watches business requires the Company to liquidate the inventory and settle all obligations to wind down the business unit. The Company sold the remaining inventory during the nine months ended September 30, 2019. Accordingly, the Company determined that the assets and liabilities of this reportable segment met the discontinued operations criteria in Accounting Standards Codification 205-20-45, as such the results have been classified as discontinued operations. On March 8, 2019 the Black Helmet Apparel E-Commerce business was sold for $175,000. The Company received $20,000 at the closing and issued a 6% promissory note for $155,000 payable in twelve monthly payments of principal and interest. At December 31, 2018, approximately $180,000 of inventory was considered held for sale and included in discontinued operations. On March 22, 2019 the Company sold the remaining Bright Watches inventory for approximately $7,000. At December 31, 2018 $7,454 of inventory, written down to fair market value, was considered held for sale and included in discontinued operations. The detail of the consolidated balance sheets, the consolidated statements of operations and consolidated cash flows for the discontinued operations is as stated below: As of September 30, 2019 December 31, 2018 Cash $ 776 $ 16,747 Accounts receivable 944 - Inventory - 223,000 Total Current Assets 1,720 239,747 Fixed assets, net - 49,347 Other assets - 11,123 Total Other assets - discontinued operations - 60,470 Total Assets - Discontinued Operations 1,720 300,217 Accounts payable 591 127,512 Deferred rents - 16,417 Total current liabilities - discontinued operations 591 143,929 Net Assets Discontinued Operations $ 1,129 $ 156,288 For the Nine Months Ended September 30, 2019 2018 Revenues $ 103,266 $ 897,536 Cost of revenues 56,050 678,641 Gross profit 47,216 218,895 Selling, General and Administrative Expenses 242,395 275,886 Loss from discontinued operations (195,179 ) (56,991 ) Other income (expense) 21,158 - Loss from discontinued operations $ (174,021 ) $ (56,991 ) Basic and fully diluted net loss per share $ (0.00 ) $ (0.00 ) Cash (used in) provided by operations for discontinued operations: Loss from discontinued operations $ (174,021 ) $ (56,991 ) Depreciation - 5,921 Loss on sale of Black Helmet Business Unit 11,309 - Write-off of fixed assets 49,347 28,000 Amortization of website acquisition and intangibles - 5,118 Inventory 91,884 186,491 Other assets 11,123 - Accounts payable (133,753 ) (24,800 ) Deferred rents (11,629 ) - Cash (used in) provided by discontinued operations $ (155,739 ) $ 143,739 |
Prepaid Costs and Expenses
Prepaid Costs and Expenses | 9 Months Ended |
Sep. 30, 2019 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Prepaid Costs and Expenses | NOTE 6 – PREPAID COSTS AND EXPENSES. At September 30, 2019 and December 31, 2018, prepaid expenses and other current assets consisted of the following: September 30, 2019 December 31, 2018 Prepaid insurance $ 28,604 $ 101,206 Prepaid VAT fees 216,652 - Prepaid expenses – other 7,121 - Current portion of prepaid service agreements 360,000 510,000 Prepaid expenses and other current assets $ 612,377 $ 611,206 |
Property and Equipment
Property and Equipment | 9 Months Ended |
Sep. 30, 2019 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | NOTE 7 – PROPERTY AND EQUIPMENT. At September 30, 2019 and December 31, 2018, property and equipment consisted of the following: Useful Lives September 30, 2019 December 31, 2018 Furniture and fixtures 3-5 years $ 63,930 $ 36,374 Leasehold improvements 3 years 17,000 - Computer equipment 3 years 93,170 57,112 Total property and equipment 174,100 93,486 Less: accumulated depreciation (93,635 ) (88,022 ) Total property and equipment, net $ 80,465 $ 5,464 Depreciation expense for the three months ending September 30, 2019 and 2018, was $3,121 and $7,809, respectively. Depreciation expense for the nine months ending September 30, 2019 and 2018, was $5,613 and $20,661, respectively. |
Website Acquisition and Intangi
Website Acquisition and Intangible Assets | 9 Months Ended |
Sep. 30, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Website Acquisition and Intangible Assets | NOTE 8 – WEBSITE ACQUISITION AND INTANGIBLE ASSETS. At September 30, 2019 and December 31, 2018, respectively, website acquisitions, net consisted of the following: Useful Lives September 30, 2019 December 31, 2018 Website Acquisition Assets 3-5 years $ 1,124,846 $ 1,116,846 Less: accumulated amortization (859,157 ) (802,709 ) Less: cumulative impairment loss (200,396 ) (200,396 ) Website Acquisition Assets, net $ 65,293 $ 113,741 At September 30, 2019 and December 31, 2018, respectively, intangible assets, net consisted of the following: Useful Lives September 30, 2019 December 31, 2018 Trade name 5 years $ 1,189,300 $ 32,000 Customer relationships 5 years 797,000 187,000 IP/Technology 5 years 2,017,000 - Non-compete agreements 5-8 years 430,700 78,000 Total Intangible Assets $ 4,434,000 $ 297,000 Less: accumulated amortization (128,903 ) (75,883 ) Intangible assets, net $ 4,305,097 $ 221,117 Goodwill $ 16,397,449 $ 988,926 Amortization expense for the three months ended September 30, 2019 and 2018 was $101,709 and $49,727, respectively, related to both the website acquisition costs and the intangible assets. Amortization expense for the nine months ended September 30, 2019 and 2018 was $131,409 and $262,633, respectively, related to both the website acquisition costs and the intangible assets. During 2019, the Company acquired S&W in which finite lived intangible assets of $4,169,00 and Goodwill of $15,408,523 were recognized, see Note 4. |
Accrued Expenses
Accrued Expenses | 9 Months Ended |
Sep. 30, 2019 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | NOTE 9 – ACCRUED EXPENSES. At September 30, 2019 and December 31, 2018, respectively, accrued expenses consisted of the following: September 30, 2019 December 31, 2018 (unaudited) Accrued dividends $ 58,132 $ 25,909 Accrued legal fees 128,134 94,200 Accrued liquidation damages 88,332 - Other accrued expenses 95,038 51,979 Accrued payroll 222,993 - Accrued traffic settlements 95,254 95,254 Accrued consulting fees 1,207,624 - Settlement of liability 25,000 197,690 Total accrued expenses $ 1,920,507 $ 465,032 As further described Note 11, during the nine months ended September 30, 2019 the Company reached a settlement of $75,000 for publisher payments in collections of $197,500 resulting in a gain on settlement of $122,500. During the nine months ended September 30, 2019 payments of $50,000 were made. The remaining balance is included within other accrued expenses. Series A-1, E, and F dividends totaling $58,132 and $25,909 for September 30, 2019 and December 31, 2018, respectively, have been included in accrued expenses. The Company negotiates with its publishing partners regarding questionable traffic to arrive at traffic settlements. A total of $95,254 was accrued at September 30, 2019 and December 31, 2018 for these potential future settlements. The Company accrued $88,332 in liquidation damages related to the late filing of the Resale Registration Statement discussed in Note 11. The accrued consulting fees includes $1,040,000 representing 650,000 shares of common stock to be issued to Spartan Capital Securities, LLC and $165,000 of cash for their role in the acquisition of S&W. The remaining $2,624 of accrued consulting fees includes fees for services rendered to S&W. |
Notes Payable
Notes Payable | 9 Months Ended |
Sep. 30, 2019 | |
Notes Payable [Abstract] | |
Notes Payable | NOTE 10 – NOTES PAYABLE. Long Term Debt to Related Parties During the period from September 2016 through August 2017, the Company issued 12%, 10% and 6% convertible promissory notes for a total amount of $2,035,000 to a related party. In November 2018, these notes were converted into 4,344,017 shares of Preferred Stock Series F. During November 2018 the Company issued 10% convertible promissory notes in the amount of $80,000 to a related party, to our Chief Executive Officer. The notes mature five years from issuance and is convertible at the option of the holder into shares of common stock at any time prior to maturity at a conversion price of $0.40 per share. A beneficial conversion feature exists on the date the convertible notes were issued whereby the fair value of the underlying common stock to which the notes are convertible into is in excess of the face value of the note of $70,000. The principal balance of these notes payable was $80,000 at September 30, 2019 and December 31, 2018, respectively and discounts recognized upon respective origination dates as a result of the beneficial conversion feature total $57,840 and $68,312. At September 30, 2019 and December 31, 2018, the total convertible notes payable to related party net of discounts was $22,160 and $11,688, respectively. Interest expense for note payable to related party was $5,574 and $101,526 for the three months ended September 30, 2019 and 2018, respectively and discount amortization was $3,529 and $51,293, respectively. Interest expense for note payable to related party for the nine months ended September 30, 2019 and 2018 was $17,289 and $303,033, respectively and discount amortization was $10,472 and $152,293, respectively. Long-term debt The Company has a note payable originating from a prior website acquisition. At the time of the acquisition, the Company agreed to pay $150,000, payable monthly in an amount equal to 30% of the net revenues from the website, when collected, with the total amount of the earn out to be paid by January 4, 2019. The Company recorded the future monthly payments totaling $150,000 at a present value of $117,268, net of a discount of $32,732. The present value was calculated at a discount rate of 12% using the estimate future revenues. The balance of the note payable at September 30, 2019 and December 31, 2018, was $0 and $57,181 net of discounts of $0 respectively. In connection with the acquisition of DEM, the Company issued promissory notes totaling $380,000. These notes have no stated interest rate and matured on September 19, 2018 and the Company is in default pending the final outcome of the legal matters. The balance of these notes payable at September 30, 2019 and December 31, 2018 were $165,162. This note was not paid off by the maturity date due to pending litigation. See further discussion in Note 11, under Legal. At September 30, 2019 and December 31, 2018 a summary of the Company’s debt is as follows: September 30, 2019 December 31, 2018 $150,000 non-interest bearing Note Payable issued on January 6, 2016 for the acquisition of the WarIsBoring.com website maturing on January 4, 2019 $ — $ 57,181 Non-interest bearing Promissory Note issued for the DEM acquisition on September 19, 2017 which matured on September 19, 2018. The original note was $380,000 of which $35,000 was reclassified in 2018 to the Service Agreement listed below. 165,163 165,163 $45,000 non-interest bearing Note Payable issued on August 23, 2018 and maturing on April 23, 2019 associated with a Service Agreement through August 23, 2020 — 7,500 Total Debt 165,163 229,844 Less Short Term Debt 165,163 229,844 Long Term Debt $ — $ — Interest expense for notes payable was $6,993 and $16,014 for the three months ended September 30, 2019 and 2018, respectively and discount amortization was $0 and $2,727, respectively. Interest expense for notes payable was $7,902 and $41,217 for the nine months ended September 30, 2019 and 2018, respectively and discount amortization was $909 and $8,062, respectively. Premium Finance Loan Payable The Company generally finances its annual insurance premiums through the use of short-term notes, payable in 10 equal monthly installments. Coverages financed include Directors and Officers and Errors and Omissions with premiums financed in 2019 and 2018 of $110,200 and $41,914, respectively. Total Premium Finance Loan Payable balance for all of the Company’s policies was $3,383 at September 30, 2019 and $92,537 at December 31, 2018. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 11 – COMMITMENTS AND CONTINGENCIES. The Company leases its corporate offices at 6400 Congress Avenue, Suite 2050, Boca Raton, Florida 33487 under a long-term non-cancellable operating lease agreement expiring on October 31, 2021. The lease terms require base rent payments of approximately $7,260 plus sales tax per month for the first twelve months commencing in September 2018, with a 3% escalation each year. Included in other assets is a required security deposit of $18,100. The Company leases office space in Hertsliya, Israel under a long-term non-cancellable operating lease agreement expiring on December 18, 2021. The lease terms require base rent payments of approximately $8,840. Included in other assets is a required security deposit of $58,651. The right of use asset and lease liability is as follows as of September 30, 2019: Assets Operating lease right of use asset $ 447,915 Liabilities Operating lease liability, current $ 189,669 Operating lease liability, net of current portion 258,246 Total operating lease liabilities $ 447,915 The Company’s non-lease components are primarily related to property maintenance and other operating services, which varies based on future outcomes and is recognized in rent expense when incurred and not included in the measurement of the lease liability. The Company did not have any variable lease payments for its operating lease for the three or nine months ended September 30, 2019. The maturity of the Company’s operating lease liability is as follows as of September 30: 2020 $ 231,102 2021 229,838 2022 41,170 Total undiscounted lease payments $ 502,110 Present value adjustment (54,195 ) Total net lease liabilities $ 447,915 The following summarizes additional information related to the operating lease: September 30, 2019 Weighted-average remaining lease term 2.08 years Weighted-average discount rate 5.50 % The Company leased retail space for its product sales division at 4900 Linton Boulevard, Bay 17A, Delray Beach, FL 33445 under a two long-term, non-cancellable lease agreement, which contained renewal options. The leases commenced in January 2017 and are in effect for a period of five years. Minimum base rentals total approximately $6,000 per month, escalating 3% per year thereafter. The Company also provided a $10,000 security deposit and prepaid $96,940 in future rents on the facility through the funding of certain leasehold improvements. The Company discontinued all retail operations and has made a settlement with the landlord to terminate the lease of approximately $55,000. See Discontinued Operations Note 5. On December 16, 2016, under the terms of the Asset Purchase Agreement, we acquired the assets constituting the Black Helmet apparel business including various website properties and content, social media content, inventory and other intellectual property right. We also acquired the right to assume the lease of their warehouse facility consisting of approximately 2,667 square feet. The lease was renewed for a three-year term in April 2016 with an initial base rental rate of $1,641 per month, escalating at approximately 3% per year thereafter. The Company vacated the premises before September 30, 2019. See Discontinued Operations Note 5. For the three months ended September 30, 2019 and 2018, rent expense in continuing operations was $28,199 and $68,664, respectively. For the three months ended September 30, 2019 and 2018, rent expense included in discontinued operations was $0 and $11,341, respectively. For the nine months ended September 30, 2019 and 2018, rent expense in continuing operations was $81,376 and $206,590, respectively. For the nine months ended September 30, 2019 and 2018, rent expense included in discontinued operations was $70,424 and $77,616, respectively. Legal Effective July 18, 2018 we terminated the employment agreements with each of Messrs. Harry G. Pagoulatos and George G. Rezitis for cause. Messrs. Pagoulatos and Rezitis had been employed by us as chief operating officer and chief technology officer, respectively, of our DEM subsidiary since our acquisition of that company in September 2017. Mr. Todd Speyer, our Vice President, Digital and a member of our board of directors, has assumed operating responsibilities for DEM. While the malfeasance of Messrs. Harry G. Pagoulatos and George G. Rezitis giving rise to their for-cause termination adversely affected our results of operations for the second and third quarters, we do not expect that these terminations will result in any material, long-term change in the operations of DEM. In July of 2018, Messrs. Pagoulatos and Rezitis, along with a third party who had been a minority owner in DEM prior to our acquisition of that company, filed a Complaint in the U.S. District Court, District of New Jersey (case number 2: l 8-cv-11357-ES-SCM) against our Company and our Chief Executive Officer, seeking compensatory and punitive damages and attorneys’ fees, among other items, and alleging, among other items, fraud and breach of contract. We vehemently deny all allegations in the complaint and believe them to be without merit. We filed a Motion to Dismiss this case for a multitude of reasons including, but not restricted to, failure to state a cause of action and jurisdictional and venue arguments as the acquisition and employment agreements provides that any dispute should be heard in either the state or local courts of Palm Beach County, Florida. This Motion to Dismiss has been pending a decision since October 2018. At the appropriate juncture, we also intend to serve a Rule 11 Motion for Sanctions based upon the fact that the Complaint contains frivolous arguments or arguments with no evidentiary support. In connection with the DEM acquisition, the Company entered into three-year employment agreements with two former members of the entity. Under these agreements, the Company was obliged to pay base salaries of $65,000 and $70,000, respectively to the employees with an increase to $75,000 each in the second year of the agreement as well as bonuses to be paid at the discretion of the board of directors. As discussed in Note 8, the principals of DEM failed to disclose an obligation at closing. During the nine months ended September 30, 2019 the Company reached a settlement with the collections lawyer to pay down the amount remaining in collections through equal monthly payments through February 1, 2020. From time-to-time, we may be involved in litigation or be subject to claims arising out of our operations or content appearing on our websites in the normal course of business. Although the results of litigation and claims cannot be predicted with certainty, we currently believe that the final outcome of these ordinary course matters will not have a material adverse effect on our business. Regardless of the outcome, litigation can have an adverse impact on our company because of defense and settlement costs, diversion of management resources and other factors. Other Commitments On September 5, 2018 the Company entered into a Master Services Agreement with Kubient, Inc. pursuant to which it will provide its programmatic technology platform to us on a nonexclusive basis for the purpose of managing our programmatic business partners. The Company did not pay anything to Kubient, Inc. during the nine months ended September 30, 2019 for its platform. The Company has provided advertising services to Kubient and at September 30, 2019 the Company is owed $132,502 and a note receivable of $75,000 plus interest and penalties of $4,261 and we have reserved a total of $ 121,000 against these balances. On September 28, 2018 Bright Mountain Media, Inc. entered into a non-binding letter of intent with Kubient, Inc. pursuant to which we may acquire Kubient, Inc. in an all stock transaction. The Company has completed the due diligence process and has made a determination that it will not pursue the acquisition of Kubient, Inc. On September 6, 2017 Bright Mountain Media, Inc. entered into a five-year Consulting Agreement with the Spartan Capital Securities, LLC (“Spartan Capital”), which became effective on September 28, 2018 and, accordingly, Spartan Capital was engaged to provide advisory services. The consulting agreement calls for payments of $5,000 per month for a term of 60 months to be prepaid upon the effective date of the agreement. In addition, the Company issued Spartan Capital 1,000,000 shares of our common stock (the “Consulting Shares”) in accordance with the consulting agreement. On September 6, 2017 we also entered into a five-year M&A Advisory Agreement with Spartan Capital which became effective on September 28, 2018 for sixty months. Under the terms of the agreement, Spartan Capital will provide consulting services to us related to potential mergers or acquisitions. As consideration for the M&A advisory service we paid Spartan Capital a fee of $500,000 on the effective date of the agreement. Consulting fees consisting of $300,000 in cash and 1,000,000 shares of common stock valued at $750,000 as well as the $500,000 M&A advisory fee are considered prepaid expenses. Total prepaid service/consulting fees, net were $1,472,500, of which $310,000 is considered short-term and is included in prepaid expenses and other current assets as of December 31, 2018. These prepaid expenses are being amortized over 60 months, the term of the respective agreements. The amortization expense was $77,500 and $232,500 for the three and nine months ended September 30, 2019, respectively. The Company granted the purchasers in the offering demand and piggy-back registration rights with respect to the shares of our common stock included in the Units and the shares of common stock issuable upon the exercise of the Private Placement Warrants. In addition, the Company agreed to file a resale registration statement within 120 days following the final closing of this offering covering the shares of common stock issuable upon the exercise of the Private Placement Warrants included in the Units. If the Company should fail to timely file this resale registration statement, then within five business days of the end of month we will pay the holders an amount in cash, as partial liquidated damages, equal to 2% of the aggregate purchase price paid by the holder for each 30 days, or portion thereof, until the earlier of the date the deficiency is cured or the expiration of six months from filing deadline. The Company will keep any such registration statement effective until the earlier of the date upon which all such securities may be sold without registration under Rule 144 promulgated under the Securities Act or the date which is six months after the expiration date of the Private Placement Warrants. We are obligated to pay all costs associated with this registration statement, other than selling expenses of the holders. On April 25, 2019 we filed the Registration Statement and included in accrued expenses $88,332 for the liquidated damages due at September 30, 2019. On December 11, 2018 we entered into an Uplisting Advisory and Consulting Agreement with Spartan Capital pursuant to which Spartan Capital will provide (i) advice and input with respect to strategies to accomplish an uplisting of our common stock to the Nasdaq Capital Market or NYSE American LLC or another national securities exchange, and the implementation of such strategies and making introductions to facilitate the uplisting, (ii) advice and input with respect to special situation and restructuring services, including debtor and creditor advisory services, and (iii) sell-side advisory services with respect to the sale and disposition of non-core businesses and assets, including facilitating due diligence and identifying potential buyers and strategic partners and positioning these businesses and assets to maximize value. We paid Spartan Capital a fee of $200,000 for its services under this agreement which is for a 12-month term beginning on the closing date of the offering. The agreement also provides that we will reimburse Spartan Capital for reasonable out-of-pocket expenses, which we must approve in advance. The Company has included the uplisting fee in prepaid expense at September 30, 2019 and December 31, 2018 of $50,000 and $200,000, respectively and it is amortized over a twelve-month period. For the three and nine months ended September 30, 2019 and 2018 the Company recognized $50,000 and $150,000 and $0 and $0, respectively. |
Equity
Equity | 9 Months Ended |
Sep. 30, 2019 | |
Equity [Abstract] | |
Equity | NOTE 12 – EQUITY. Preferred Stock The Company has authorized 20,000,000 shares of preferred stock with a par value of $0.01 (the “Preferred Stock”), issuable in such series and with such designations, rights and preferences as the board of directors may determine. The Company’s board of directors has previously designated five series of preferred stock, consisting of 10% Series A Convertible Preferred Stock (“Series A Stock”), 10% Series A-1 Convertible Preferred Stock (“Series A-1 Stock”), 10% Series E Convertible Preferred Stock (“Series E Stock”), and 12%, 10% and 6% Series F Convertible Preferred Stock (“Series F Stock”). Subsequent to September 30, 2019, the Company authorized the designation of 6,000,000 shares of Series B-1 Preferred Stock (“Series B-1 Preferred”), see Note 15. Dividends earned for Series E Convertible Preferred Stock during the three and nine months ended September 30, 2019 and 2018 was $25,205 and $74,795 and $22,099 and $58,464, respectively. Dividends earned for Series F Convertible Preferred Stock during the three months and nine months ended September 30, 2019 and 2018 was $50,613 and $150,189 and $0 and $0, respectively. Dividends earned for Series A-1 Convertible Preferred Stock during the three months and nine months ended September 30, 2019 and 2018 was $2,411 and $2,411 and $0 and $0, respectively. Common Stock Between January 2019 and September 2019, the Company sold an aggregate of 163,750 units of its securities to 1 accredited investor in a private placement exempt from registration under the Securities Act in reliance on exemptions provided by Section 4(a)(2) and Rule 506(b) of Regulation D resulting in gross proceeds to the Company of $58,950. Each unit, which was sold at a purchase price of $0.40, consisted of one share of common stock and one five-year warrant to purchase one share of common stock at an exercise price of $0.65 per share. Spartan Capital, served as placement agent for the Company in this offering. As compensation for its services, the Company paid Spartan Capital commissions and other fees totaling $6,550, and issued Spartan Capital Placement Agents Warrants to purchase an aggregate of 16,375 shares of our common stock, including the cash commission and Placement Agent Warrants issued pursuant to the final closing on January 9, 2019 included in the Company’s consolidated statement of changes in shareholders’ equity for the nine months ended September 30, 2019. Between January 2019 and September 2019, the Company sold an aggregate of 2,570,860 units of its securities to 20 accredited investors in two private placements exempt from registration under the Securities Act in reliance on exemptions provided by Section 4(a)(2) and Rule 506(b) of Regulation D resulting in gross proceeds to the Company of $1,285,430. A total of 1,270,000 units were sold under the first private placement dated February 14, 2019 at a purchase price of $0.50 per share resulting in gross proceeds of $635,000. Each unit was sold at a purchase price of $0.50, and consisted of one share of common stock and one five-year warrant to purchase one share of common stock at an exercise price of $0.75 per share. On April 22, 2019 the Company amended the private placement to include a second warrant to purchase one share of common stock at an exercise price of $1.00 per share. 970,500 units were sold at a purchase price of $0.50 per unit resulting in gross proceeds of $485,250. We used $1,008,225 of the proceeds to issue 6% promissory notes to Inform, Inc as a part of the potential acquisition. On July 15, 2019 these two offerings were terminated and replaced with a private placement offering units at a purchase price of $0.50 consisting of one share of common stock, one five-year warrant to purchase one share of common stock at an exercise price of $0.75 per share, and a second warrant to purchase one share of common stock at an exercise price of $1.00 per share. A total of 330,360 units were sold under the private placement dated July 15, 2019 units at a purchase price of $0.50 per share resulting in gross proceeds of $165,180. We used $148,662 of the proceeds to issue 6% promissory notes to Inform, Inc as a part of the potential acquisition. The investors in the first offering dated February 14, 2019 were required to subscribe for the second warrant offered in the April 22, 2019 amendment in a private placement dated July 11, 2019 which terminated on July 31, 2019 with no ability to extend. A total of 980,000 warrants were issued to eleven investors in the first private placement who subscribed for the second warrant. Three investors did not subscribe for the second warrant. Subsequent to September 30, 2019, the Company and Inform executed a merger agreement, see Note 15. Between February 2019 and September 2019, the Company sold an aggregate of 750,000 units of its securities to 3 accredited investors in a private placement exempt from registration under the Securities Act in reliance on exemptions provided by Section 4(a)(2) and Rule 506(b) of Regulation D resulting in gross proceeds to the Company of $300,000. Each unit, which was sold at a purchase price of $0.40, consisted of one share of common stock and one five-year warrant to purchase one share of common stock at an exercise price of $0.65 per share. During the period January 2018 to September 2018, warrants to purchase an aggregate of 482,500 of the Company’s common stock were valued at $195,808. The Company initially recorded the warrants as professional fees in the condensed consolidated statement of operations however management subsequently determined that based on the services specified in the agreement, the fees incurred from the warrant issuance were solely for the purpose of raising capital in connection with the private placement discussed above. As a result, the fees are considered an offering cost and should have been reflected as a component of shareholder’s equity for the period ended September 30, 2018. On July 31, 2019, the Company executed a Share Exchange Agreement and Plan of Merger (the “Merger Agreement”) with Slutzky & Winshman Ltd., an Israeli company (“S&W”) and the shareholders of S&W (the “Shareholders”). The merger closed on August 15, 2019, and we acquired all of the outstanding shares of S&W. Pursuant to the terms of the Merger Agreement, we issued 12,130,799 shares valued at $19,409,278 to owners and employees of S&W. Stock Option Compensation The Company accounts for stock option compensation issued to employees for services in accordance with ASC Topic 718, “Compensation – Stock Compensation”. ASC Topic 718 requires companies to recognize in the statement of operations the grant-date fair value of stock options and other equity-based compensation issued to employees. The value of the portion of an employee award that is ultimately expected to vest is recognized as an expense over the requisite service periods using the straight-line attribution method. The Company accounts for non-employee share-based awards in accordance with the measurement and recognition criteria of ASU No. 2018- 07, “Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting.”. The Company estimates the fair value of stock options by using the Black-Scholes option-pricing model. Stock options issued to consultants and other non-employees as compensation for services provided to the Company are accounted for based on the fair value of the services provided or the estimated fair market value of the option, whichever is more reliably measurable in accordance with FASB ASC 505, Equity, and FASB ASC 718, including related amendments and interpretations. The related expense is recognized over the period the services are provided. The Company recorded $15,963 and $5,753 of stock option expense for the three months ended September 30, 2019 and 2018 respectively. The Company recorded $29,074 and $19,961 of stock option expense for the nine months ended September 30, 2019 and 2018 respectively. The stock option expense for the three months ended September 30, 2019 and 2018, respectively has been recognized as a component of general and administrative expenses in the accompanying consolidated financial statements. As of September 30, 2019, there were total unrecognized compensation costs related to non-vested share-based compensation arrangements of $57,612 to be recognized through December 2020. Included in the recognized and unrecognized compensation costs are 100,000 options issued to an employee during the three months ended September 30, 2019. The value of these options was calculated using the Black Scholes Option Pricing Model with the following inputs: Exercise price $1.75, Stock price $1.75, Term 6.25 years, Volatility 52.15%, Dividends 0.00%, and Risk free rate 1.99%. A summary of the Company’s stock option activity during the nine months ended September 30, 2019 is presented below: Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value Balance Outstanding, December 31, 2018 1,797,000 $ 0.44 5.1 $ 2,264,220 Granted 100,000 $ 1.75 9.8 $ — Exercised — $ — — $ — Forfeited — $ — — $ — Expired — $ — — $ — Balance Outstanding, September 30, 2019 1,897,000 $ 0.51 5.3 $ 2,264,220 Exercisable at September 30, 2019 1,845,500 $ 0.50 4.4 $ 2,207,930 Summarized information with respect to options outstanding under the two option plans at September 30, 2019 is as follows: Options Outstanding Range or Exercise Price Number Outstanding Weighted Average Exercise Price Remaining Average Contractual Life (In Years) Number Exercisable Weighted Average Exercise Price 0.14 - 0.24 540,000 $ 0.14 1.7 540,000 $ 0.14 0.25 - 0.49 351,000 $ 0.28 3.4 351,000 $ 0.28 0.50 - 0.85 906,000 $ 0.68 5.9 854,100 $ 0.68 1.75 100,000 $ 1.75 9.8 100,000 $ 1.75 1,897,000 $ 0.51 4.4 1,845,500 $ 0.50 |
Related Parties
Related Parties | 9 Months Ended |
Sep. 30, 2019 | |
Related Party Transactions [Abstract] | |
Related Parties | NOTE 13 – RELATED PARTIES. During November 2018, Mr. W. Kip Speyer, the Company’s Chairman and Chief Executive Officer, entered into two convertible note agreements with the company totaling $80,000. These notes have a conversion price of $0.40 per share and resulted in the recognition of a beneficial conversion feature recorded as a debt discount. These notes payable total $22,160 and $11,688 at September 30, 2019 and December 31, 2018. The notes are reported net of their unamortized debt discount of $57,840 and $68,312 as of September 30, 2019 and December 31, 2018, respectively. During the nine months ended September 30, 2019 and 2018 we paid cash dividends on the outstanding shares of the Company’s Series E and F Preferred Stock of $169,121 and $51,314, respectively held by affiliates of the company. |
Notes Receivable
Notes Receivable | 9 Months Ended |
Sep. 30, 2019 | |
Receivables [Abstract] | |
Notes Receivable | NOTE 14 – NOTES RECEIVABLE. In March 2019 we sold the assets which were used in our Black Helmet apparel E-Commerce business to an unaffiliated third party for $175,000, of which $20,000 was paid at closing and the balance is payable under the terms of a promissory note in the principal amount of $155,000 and bearing interest at 8% per annum. The note is secured by a guarantee of the principal of the purchaser. The term of the note is twelve months. The outstanding balance of this note at September 30, 2019 was $127,000. As of September 30, 2019 the Company has a total of $1,156,887 in Notes Receivable from Inform, Inc. The notes bear interest at 6% and mature on October 1, 2019. Subsequent to September 30, 2019, the Company and Inform executed a merger agreement, see Note 15, and the Notes are a component of the purchase price. The Company funded these notes though a Private Placement memorandum placement exempt from registration under the Securities Act in reliance on exemptions provided by Section 4(a)(2) and Rule 506(b) of Regulation D. There is more information regarding these notes in Note 11. A $75,000 note was issued to Kubient, Inc. during 2018 as a part of an acquisition which the Company withdrew from. The note has been defaulted on and has been sent to our collection agent, and as a result the Company has recorded a reserve of $56,250 on the note. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 15 – SUBSEQUENT EVENTS. On November 8, 2019 the Company filed an Articles of Amendment to its Articles of Incorporation which designated 6,000,000 shares of previously designated 10% Series B, Series C, and Series D Convertible Preferred Stock to the status of authorized but undesignated and unissued shares of our blank check preferred stock as there were no shares of this series outstanding and no intention to issue any such shares in the future and created a new convertible series of preferred stock, 5% Series B-1 Preferred, consisting of 6,000,000 shares. The Series B-1 Preferred has a stated value of $1.00 per share and ranks senior to all other classes of the Company’s securities, will be entitled to a 5% cash dividend payable monthly in arrears, and are convertible into shares of our common stock on a one for one basis at the option of the holder, subject to automatic conversion by us upon either the five year anniversary of the date of issuance or in the event of a change of control of our company as defined in the designations. Additionally, the Company returned all of the previously designated Series B, Series C, and Series D Convertible Preferred Stock to the status of authorized but undesignated and unissued shares. During the period from October 1, 2019 through November 6, 2019 Mr. W. Kip Speyer, an executive officer and member of our board of directors, purchased an aggregate of 400,000 shares of Series A-1 Preferred at a purchase price of $0.50 per share. A total of 2,000,000 shares were designated for the 10% Series A-1 Convertible Preferred Stock (“Series A-1 Preferred”). The Series A-1 Preferred has a stated value of $0.50 per share and ranks senior to all other classes of the Company’s securities, will be entitled to a 10% cash dividend payable monthly in arrears, and are convertible into shares of our common stock on a one for one basis at the option of the holder, subject to automatic conversion by us upon either the five year anniversary of the date of issuance or in the event of a change of control of our company as defined in the designations The Company used the proceeds from these sales for working capital. On November 8, 2019, the Company and News Distribution Network, Inc., (“NDN”) a Delaware corporation, (formerly known as Inform Inc.) executed an Agreement and Plan of Merger. The consideration in the transaction is the forgiveness of the Notes Receivable of $1,156,887 and shares of the Company’s common stock not to exceed 22,000,000 shares in exchange for all of the outstanding shares of NDN. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
Principles of Consolidation and Basis of Presentation | Principles of Consolidation and Basis of Presentation The condensed consolidated financial statements include the accounts of the Company and all of its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in the condensed consolidated financial statements. The accompanying unaudited financial statements for the three and nine months ended September 30, 2019 and 2018 have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) applicable to interim financial information and the requirements of Form 10-Q and Article 8 of Regulation S-X of the SEC. Accordingly, they do not include all of the information and disclosures required by accounting principles generally accepted in the United States for complete consolidated financial statements. In the opinion of management, such condensed consolidated financial statements include all adjustments (consisting of normal recurring accruals) necessary for the fair presentation of the condensed consolidated financial position and the condensed consolidated results of operations. The condensed consolidated results of operations for periods presented are not necessarily indicative of the results to be expected for the full year. The condensed consolidated balance sheet information as of December 31, 2018 was derived from the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018, as filed with the SEC on April 12, 2019. The interim condensed consolidated financial statements should be read in conjunction with that report. |
Revenue Recognition | Revenue Recognition On January 1, 2019, the Company adopted Accounting Standards Update (“ASU”) 2014-09, “ Revenue from Contracts with Customers (Topic 606)” To determine revenue recognition for arrangements that the Company determines are within the scope of Topic 606, the Company performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the Company satisfies a performance obligation. The Company only applies the five-step model to contracts when it is probable that Company will collect the consideration it is entitled to in exchange for the advertising services it transfers to the customer. At contract inception, once the contract is determined to be within the scope of Topic 606, the Company assesses the advertising services promised within each contract and determines those that are performance obligations and assesses whether each promised advertising service is distinct. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation based on relative fair values, when (or as) the performance obligation is satisfied. The Company recognizes revenue from its own advertising platform, ad network partners and websites (“Ad Network”) through its publishing advertiser impressions and pay-for-click services. the Company’s owned and operated sites, our ad network, or platforms. Invalid traffic on the Ad Network may impact the amount collected and adjusted by our Ad Network. The Company has one revenue stream generated directly from publishing advertisements, whether on the Company’s owned and operated sites, our ad network, or platforms. The revenue is earned when the users click on the published website advertisements. Specific revenue recognition criteria for the advertising revenue stream is as follows: ● Advertising revenues are generated by users “clicking” on website advertisements utilizing several ad network partners. ● Revenues are recognized net of adjustments based on the traffic generated and is billed monthly. The Company subsequently settles these transactions with publishers at which time adjustments for invalid traffic may impact the amount collected. |
Leases | Leases In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842)”, which sets out the principles for the recognition, measurement, presentation and disclosure of leases for both lessees and lessors. On January 1, 2019, the Company adopted the new lease standard using the optional transition method under which comparative financial information has not been restated and will continue to apply the provisions of the previous lease standard in its annual disclosures for the comparative periods. In addition, the new lease standard provides a number of optional practical expedients in transition. The Company elected the package of practical expedients. As such, the Company did not have to reassess whether expired or existing contracts are or contain a lease and did not have to reassess the lease classifications or reassess the initial direct costs associated with expired or existing leases. The new lease standard also provides practical expedients for an entity’s ongoing accounting. The Company elected the short-term lease recognition exemption under which the Company will not recognize right of use (“ROU”) assets or lease liabilities, and this includes not recognizing ROU assets or lease liabilities for existing short-term leases. The Company elected the practical expedient to not separate lease and non-lease components for certain classes of assets (office building). The Company determines if an arrangement is a lease at inception. Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the remaining lease terms as of January 1, 2019. Since the Company’s lease agreements does not provide an implicit rate, the Company estimated an incremental borrowing rate based on the information available at January 1, 2019 in determining the present value of lease payments. Operating lease expense is recognized on a straight-line basis over the lease term, subject to any changes in the lease or expectations regarding the terms. Variable lease costs such as operating costs and property taxes are expensed as incurred. On January 1, 2019, the Company recognized a ROU asset and a lease liability of approximately $588,000, of which $343,000 is associated with the S&W subsidiary on the consolidated balance sheet. |
Use of Estimates | Use of Estimates Our consolidated financial statements are prepared in accordance with US GAAP. These accounting principles require management to make certain estimates, judgments, and assumptions. We believe that the estimates, judgments, and assumptions upon which we rely are reasonable based upon information available to us at the time that these estimates, judgments, and assumptions are made. These estimates, judgments, and assumptions can affect the reported amounts of assets and liabilities as of the date of our consolidated financial statements as well as reported amounts of revenue and expenses during the periods presented. Our consolidated financial statements would be affected to the extent there are material differences between these estimates and actual results. In many cases, the accounting treatment of a particular transaction is specifically dictated by US GAAP and does not require management’s judgment in its application. There are also areas in which management’s judgment in selecting any available alternative would not produce a materially different result. Significant estimates included in the accompanying consolidated financial statements include revenue recognition, the fair value of acquired assets for purchase price allocation in business combinations, valuation of intangible assets, estimates of amortization period for intangible assets, estimates of depreciation period for fixed assets and the valuation of equity-based transactions, and the valuation allowance on deferred tax assets. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. |
Fair Value of Financial Instruments and Fair Value Measurements | Fair Value of Financial Instruments and Fair Value Measurements FASB ASC 820 “ Fair Value Measurement and Disclosures: The Company measures its financial assets and liabilities in accordance with GAAP. For certain of our financial instruments, including cash, accounts payable, accrued expenses, and the short-term portion of long-term debt, the carrying amounts approximate fair value due to their short maturities. We adopted accounting guidance for fair values measurements and disclosures (ASC 820). The guidance utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels: Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2: Inputs other than quoted prices that are observable, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active. Level 3: Unobservable inputs in which little or no market data exists, therefore developed using estimates and assumptions developed by us, which reflect those that a market participant would use. Financial instruments recognized in the consolidated balance sheets consist of cash, accounts receivable, prepaid expenses and other current assets, note receivable, accounts payable, accrued expenses and premium finance loan payable. The Company believes that the carrying value of its current financial instruments approximates their fair values due to the short-term nature of these instruments. The carrying value of long-term debt to related parties and long-term debt to others approximates the current borrowing rate for similar debt instruments. The following are the major categories of liabilities measured at fair value on a recurring basis for the nine months ended September 30, 2019, using significant unobservable inputs (Level 3): Fair Value measurement using Level 3 Balance at December 31, 2018 $ 309,844 Long term debt additions during 2019 - Principal reductions/payments during 2019 (64,681 ) Adjustment to fair value - Balance at September 30, 2019 $ 245,163 |
Off Balance Sheet Arrangements | Off balance sheet arrangements Notes Payable and related potential liabilities are excluded from the balance sheet when there are significant uncertainties associated with the likelihood that the liabilities will be paid in full or until such time that the amount of the liability can be reasonably determined or estimated. Due to uncertainties associated with certain Notes Payable resulting from the acquisition of S&W, see Note 4, the Company has not included the value of those Notes Payable within the purchase price and/or related assets acquired in the acquisition. These off-balance sheet arrangements are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors. |
Accounts Receivable | Accounts Receivable Accounts receivable are recorded at fair value on the date revenue is recognized. The Company provides allowances for doubtful accounts for estimated losses resulting from the inability of its customers to repay their obligation. If the financial condition of the Company’s customers were to deteriorate, resulting in an impairment of their ability to repay, additional allowances may be required. The Company provides for potential uncollectible accounts receivable based on specific customer identification and historical collection experience adjusted for existing market conditions. If market conditions decline, actual collection experience may not meet expectations and may result in decreased cash flows and increased bad debt expense. The policy for determining past due status is based on the contractual payment terms of each customer, which are generally net 60 or net 90 days. Once collection efforts by the Company and its collection agency are exhausted, the determination for charging off uncollectible receivables is made. |
Property and Equipment | Property and Equipment Property and equipment is recorded at cost. Depreciation is computed using the straight-line method based on the estimated useful lives of the related assets of seven years for office furniture and equipment, and five years for computer equipment. Leasehold improvements are amortized over the lesser of the lease term or the useful life of the improvements. |
Website Development Costs | Website Development Costs The Company accounts for its website development costs in accordance with ASC 350-50, “Website Development Costs”. These costs, if any, are included in intangible assets in the accompanying consolidated financial statements. ASC 350-50 requires the expensing of all costs of the preliminary project stage and the training and application maintenance stage and the capitalization of all internal or external direct costs incurred during the application and infrastructure development stage. Upgrades or enhancements that add functionality are capitalized while other costs during the operating stage are expensed as incurred. The Company amortizes the capitalized website development costs over an estimated life of five years. For the three and nine months ended September 30, 2019 $0 and $8,000, respectively, was capitalized for the purchase of a Facebook page. During the three and nine months ended September 30, 2018 all website costs were expensed. |
Amortization and Impairment of Long-Lived Assets | Amortization and Impairment of Long-Lived Assets Amortization and impairment of long-lived assets are non-cash expenses relating primarily to website acquisitions. The Company accounts for long-lived assets in accordance with the provisions of ASC 360, “Property, Plant and Equipment”. This requires that long-lived assets and certain identifiable intangibles be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Website acquisition costs are amortized over five years. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset. If such assets are impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. While it is likely that we will have significant amortization expense as we continue to acquire websites, we believe that intangible assets represent costs incurred by the acquired website to build value prior to acquisition and the related amortization and impairment charges of assets, if applicable, are not ongoing costs of doing business. |
Stock-Based Compensation | Stock-Based Compensation The Company accounts for stock-based instruments issued to employees for services in accordance with ASC Topic 718. ASC Topic 718 requires companies to recognize in the statement of operations the grant-date fair value of stock options and other equity-based compensation issued to employees. The value of the portion of an employee award that is ultimately expected to vest is recognized as an expense over the requisite service periods using the straight-line attribution method. The Company accounts for non-employee share-based awards in accordance with the measurement and recognition criteria of ASC Topic 505-50, “Equity-Based Payments to Non-Employees”. |
Advertising and Marketing | Advertising, Marketing and Promotion Costs Advertising, marketing and promotion expenses are expensed as incurred and are included in selling, general and administrative expenses on the accompanying statement of operations. For the three months ended September 30, 2019 and 2018, advertising, marketing and promotion expense was $110,342 and $1,761, respectively for continuing operations and $0 and $66,215 for discontinued operations, respectively. For the nine months ended September 30, 2019 and 2018, advertising, marketing and promotion expense was $116,342 and $24,546, respectively for continuing operations and $6,888 and $202,102 for discontinued operations, respectively. |
Foreign Currency Translation | Foreign currency translation Assets and liabilities of the Company’s Israeli subsidiary are translated from Israeli shekels to United States dollars at exchange rates in effect at the balance sheet date. Income and expenses are translated at the exchange rates for the weighted average rates for the period. The translation adjustments for the reporting period will be included in our statements of comprehensive income. Based on the timing of the acquisition of the Israeli subsidiary, see Note 4, the impact of the currency exchange is immaterial for the three and nine months ended September 30, 2019. |
Income Taxes | Income Taxes We use the asset and liability method to account for income taxes. Under this method, deferred income taxes are determined based on the differences between the tax basis of assets and liabilities and their reported amounts in the consolidated financial statements which will result in taxable or deductible amounts in future years and are measured using the currently enacted tax rates and laws in the period those differences are expected to reverse. A valuation allowance is provided to reduce net deferred tax assets to the amount that, based on available evidence, is more likely than not to be realized. The Company follows the provisions of ASC 740-10, “ Income Taxes – Overall”. As of September 30, 2019, tax years 2018, 2017, and 2016 remain open for Internal Revenue Service (“IRS”) audit. The Company has received no notice of audit or any notifications from the IRS for any of the open tax years. |
Concentrations | Concentrations The Company generates revenues from through Ad Exchange Networks and through our Owned and Operated Ad Exchange Network. There are two large customers which combined account for approximately 16.7% and 27.7% of the Ad Exchange Network Revenue for the three and nine months ended September 30, 2019, respectively. None of the customers accounted for Accounts Receivable in excess of 10% at September 30, 2019. |
Credit Risk | Credit Risk The Company minimizes the concentration of credit risk associated with its cash by maintaining its cash with high quality federally insured financial institutions. However, cash balances in excess of the FDIC insured limit of $250,000 are at risk. At September 30, 2019 and December 31, 2018, the Company had approximately $0 and $706,000, respectively, in cash balances above the FDIC insured limit. The Company performs ongoing evaluations of its trade accounts receivable customers and generally does not require collateral. |
Concentration of Funding | Concentration of Funding During the three and nine months ended September 30, 2019 a large portion of the Company’s funding was provided through the sale of shares of the Company’s common stock with related warrants. |
Basic and Diluted Net Earnings (Loss) Per Common Share | Basic and Diluted Net Earnings (Loss) Per Common Share In accordance with ASC 260-10 , “Earnings Per Share”, |
Segment Information | Segment Information The Company currently operates in one reporting segment. This segment is focused on producing advertising revenue generated by users “clicking” on website advertisements utilizing several ad network partners and direct advertisers. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13 “Financial Instruments – Credit Losses” which replaces the incurred loss model with a current expected credit loss (“CECL”) model. The CECL model applies to financial assets subject to credit losses and measured at amortized cost and certain off-balance sheet exposures. Under current U.S. GAAP, an entity reflects credit losses on financial assets measured on an amortized cost basis only when losses are probable and have been incurred, generally considering only past events and current conditions in making these determinations. ASU 2016-13 prospectively replaces this approach with a forward-looking methodology that reflects the expected credit losses over the lives of financial assets, starting when such assets are first acquired. Under the revised methodology, credit losses will be measured based on past events, current conditions and reasonable and supportable forecasts that affect the collectability of financial assets. ASU 2016-13 also revises the approach to recognizing credit losses for available-for-sale securities by replacing the direct write-down approach with the allowance approach and limiting the allowance to the amount at which the security’s fair value is less than the amortized cost. In addition, ASU 2016-13 provides that the initial allowance for credit losses on purchased credit impaired financial assets will be recorded as an increase to the purchase price, with subsequent changes to the allowance recorded as a credit loss expense. ASU 2016-13 also expands disclosure requirements regarding an entity’s assumptions, models and methods for estimating the allowance for credit losses. The amendments of this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Early adoption is permitted as of January 1, 2019. The Company is currently evaluating the impact the adoption of this new standard will have on its consolidated financial statements. In January 2017, the FASB issued 2017-04, “ Intangibles - Goodwill and Other In August 2018, the FASB issued ASU 2018-13, “Fair Value Measurement (Topic 820), - Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement,” which makes a number of changes meant to add, modify or remove certain disclosure requirements associated with the movement amongst or hierarchy associated with Level 1, Level 2 and Level 3 fair value measurements. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Early adoption is permitted upon issuance of the update. We do not expect the adoption of this guidance to have a material impact on our consolidated Financial Statements. |
Reclassification | Reclassification Certain reclassifications have been made to the September 30, 2018 consolidated Statement of Operations and Statement of Cashflows to conform to the September 30, 2019 presentation. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
Fair Value of Liabilities on a Recurring Basis | The following are the major categories of liabilities measured at fair value on a recurring basis for the nine months ended September 30, 2019, using significant unobservable inputs (Level 3): Fair Value measurement using Level 3 Balance at December 31, 2018 $ 309,844 Long term debt additions during 2019 - Principal reductions/payments during 2019 (64,681 ) Adjustment to fair value - Balance at September 30, 2019 $ 245,163 |
Acquisition (Tables)
Acquisition (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Business Combinations [Abstract] | |
Schedule of Purchase Price Allocation to Assets Acquired and Liabilities Assumed | The allocation of the purchase price to the assets acquired and liabilities assumed based on management’s estimate of fair values at the date of acquisition as follows: August 15, 2019 Tangible assets acquired $ 3,234,757 Liabilities assumed (3,402,999 ) Net liabilities assumed (168,242 ) Tradename – Trademarks 1,189,300 IP/Technology 2,017,000 Customer relationships 610,000 Non-compete agreements 352,700 Goodwill 15,408,523 Total purchase price $ 19,409,281 |
Summary of Total Consideration Transaction | The table below summarizes the value of the total consideration given in the transaction: Amount Shares issued to owners $ 19,185,524 Shares issued for vested options 127,757 Shares issued to employees 96,000 Preliminary purchase price 19,409,281 Restricted stock units held in escrow 185,719 Closing notes 750,000 Total consideration $ 20,345,000 |
Schedule of Pro Forma Results | The following table sets forth a summary of the unaudited pro forma results of the Company as if the acquisition of S&W, which was closed in August 2019, had taken place on the first day of the periods presented. These combined results are not necessarily indicative of the results that may have been achieved had the business been acquired as of the first day of the periods presented. Three Months Ended September 30, 2019 Nine Months Ended September 30, 20119 Total revenue $ 4,146,851 $ 9,464,664 Total expenses (5,931,506 ) (13,275,037 ) Preferred stock dividend (52,683 ) (201,848 ) Net loss attributable to common shareholders (1,837,338 ) (4,012,221 ) Basic and diluted net loss per share $ (0.03 ) $ (0.06 ) |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Summary of Discontinued Operations | The detail of the consolidated balance sheets, the consolidated statements of operations and consolidated cash flows for the discontinued operations is as stated below: As of September 30, 2019 December 31, 2018 Cash $ 776 $ 16,747 Accounts receivable 944 - Inventory - 223,000 Total Current Assets 1,720 239,747 Fixed assets, net - 49,347 Other assets - 11,123 Total Other assets - discontinued operations - 60,470 Total Assets - Discontinued Operations 1,720 300,217 Accounts payable 591 127,512 Deferred rents - 16,417 Total current liabilities - discontinued operations 591 143,929 Net Assets Discontinued Operations $ 1,129 $ 156,288 For the Nine Months Ended September 30, 2019 2018 Revenues $ 103,266 $ 897,536 Cost of revenues 56,050 678,641 Gross profit 47,216 218,895 Selling, General and Administrative Expenses 242,395 275,886 Loss from discontinued operations (195,179 ) (56,991 ) Other income (expense) 21,158 - Loss from discontinued operations $ (174,021 ) $ (56,991 ) Basic and fully diluted net loss per share $ (0.00 ) $ (0.00 ) Cash (used in) provided by operations for discontinued operations: Loss from discontinued operations $ (174,021 ) $ (56,991 ) Depreciation - 5,921 Loss on sale of Black Helmet Business Unit 11,309 - Write-off of fixed assets 49,347 28,000 Amortization of website acquisition and intangibles - 5,118 Inventory 91,884 186,491 Other assets 11,123 - Accounts payable (133,753 ) (24,800 ) Deferred rents (11,629 ) - Cash (used in) provided by discontinued operations $ (155,739 ) $ 143,739 |
Prepaid Costs and Expenses (Tab
Prepaid Costs and Expenses (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Prepaid Costs and Expenses | At September 30, 2019 and December 31, 2018, prepaid expenses and other current assets consisted of the following: September 30, 2019 December 31, 2018 Prepaid insurance $ 28,604 $ 101,206 Prepaid VAT fees 216,652 - Prepaid expenses – other 7,121 - Current portion of prepaid service agreements 360,000 510,000 Prepaid expenses and other current assets $ 612,377 $ 611,206 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | At September 30, 2019 and December 31, 2018, property and equipment consisted of the following: Useful Lives September 30, 2019 December 31, 2018 Furniture and fixtures 3-5 years $ 63,930 $ 36,374 Leasehold improvements 3 years 17,000 - Computer equipment 3 years 93,170 57,112 Total property and equipment 174,100 93,486 Less: accumulated depreciation (93,635 ) (88,022 ) Total property and equipment, net $ 80,465 $ 5,464 |
Website Acquisition and Intan_2
Website Acquisition and Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Website Acquisitions, Net | At September 30, 2019 and December 31, 2018, respectively, website acquisitions, net consisted of the following: Useful Lives September 30, 2019 December 31, 2018 Website Acquisition Assets 3-5 years $ 1,124,846 $ 1,116,846 Less: accumulated amortization (859,157 ) (802,709 ) Less: cumulative impairment loss (200,396 ) (200,396 ) Website Acquisition Assets, net $ 65,293 $ 113,741 |
Schedule of Intangible Assets | At September 30, 2019 and December 31, 2018, respectively, intangible assets, net consisted of the following: Useful Lives September 30, 2019 December 31, 2018 Trade name 5 years $ 1,189,300 $ 32,000 Customer relationships 5 years 797,000 187,000 IP/Technology 5 years 2,017,000 - Non-compete agreements 5-8 years 430,700 78,000 Total Intangible Assets $ 4,434,000 $ 297,000 Less: accumulated amortization (128,903 ) (75,883 ) Intangible assets, net $ 4,305,097 $ 221,117 Goodwill $ 16,397,449 $ 988,926 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses | At September 30, 2019 and December 31, 2018, respectively, accrued expenses consisted of the following: September 30, 2019 December 31, 2018 (unaudited) Accrued dividends $ 58,132 $ 25,909 Accrued legal fees 128,134 94,200 Accrued liquidation damages 88,332 - Other accrued expenses 95,038 51,979 Accrued payroll 222,993 - Accrued traffic settlements 95,254 95,254 Accrued consulting fees 1,207,624 - Settlement of liability 25,000 197,690 Total accrued expenses $ 1,920,507 $ 465,032 |
Notes Payable (Tables)
Notes Payable (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Notes Payable [Abstract] | |
Schedule of Long-Term Debt | At September 30, 2019 and December 31, 2018 a summary of the Company’s debt is as follows: September 30, 2019 December 31, 2018 $150,000 non-interest bearing Note Payable issued on January 6, 2016 for the acquisition of the WarIsBoring.com website maturing on January 4, 2019 $ — $ 57,181 Non-interest bearing Promissory Note issued for the DEM acquisition on September 19, 2017 which matured on September 19, 2018. The original note was $380,000 of which $35,000 was reclassified in 2018 to the Service Agreement listed below. 165,163 165,163 $45,000 non-interest bearing Note Payable issued on August 23, 2018 and maturing on April 23, 2019 associated with a Service Agreement through August 23, 2020 — 7,500 Total Debt 165,163 229,844 Less Short Term Debt 165,163 229,844 Long Term Debt $ — $ — |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Right of Use Asset and Lease Liability | The right of use asset and lease liability is as follows as of September 30, 2019: Assets Operating lease right of use asset $ 447,915 Liabilities Operating lease liability, current $ 189,669 Operating lease liability, net of current portion 258,246 Total operating lease liabilities $ 447,915 |
Schedule of Maturity of Operating Lease Liability | The maturity of the Company’s operating lease liability is as follows as of September 30: 2020 $ 231,102 2021 229,838 2022 41,170 Total undiscounted lease payments $ 502,110 Present value adjustment (54,195 ) Total net lease liabilities $ 447,915 |
Summary of Additional Information Related to Operating Lease | The following summarizes additional information related to the operating lease: September 30, 2019 Weighted-average remaining lease term 2.08 years Weighted-average discount rate 5.50 % |
Equity (Tables)
Equity (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Equity [Abstract] | |
Summary of Stock Option Activity | A summary of the Company’s stock option activity during the nine months ended September 30, 2019 is presented below: Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value Balance Outstanding, December 31, 2018 1,797,000 $ 0.44 5.1 $ 2,264,220 Granted 100,000 $ 1.75 9.8 $ — Exercised — $ — — $ — Forfeited — $ — — $ — Expired — $ — — $ — Balance Outstanding, September 30, 2019 1,897,000 $ 0.51 5.3 $ 2,264,220 Exercisable at September 30, 2019 1,845,500 $ 0.50 4.4 $ 2,207,930 |
Summary of Options Outstanding Under Option Plans | Summarized information with respect to options outstanding under the two option plans at September 30, 2019 is as follows: Options Outstanding Range or Exercise Price Number Outstanding Weighted Average Exercise Price Remaining Average Contractual Life (In Years) Number Exercisable Weighted Average Exercise Price 0.14 - 0.24 540,000 $ 0.14 1.7 540,000 $ 0.14 0.25 - 0.49 351,000 $ 0.28 3.4 351,000 $ 0.28 0.50 - 0.85 906,000 $ 0.68 5.9 854,100 $ 0.68 1.75 100,000 $ 1.75 9.8 100,000 $ 1.75 1,897,000 $ 0.51 4.4 1,845,500 $ 0.50 |
Nature of Operations and Summ_2
Nature of Operations and Summary of Significant Accounting Policies (Details Narrative) | Aug. 15, 2019 | Sep. 19, 2017 |
Amended and Restated Membership Interest Purchase Agreement [Member] | Daily Engage Media Group, LLC [Member] | ||
Acquired percentage of membership interest | 100.00% | |
Share Exchange Agreement and Plan of Merger [Member] | Slutzky & Winshman Ltd [Member] | ||
Acquired percentage of membership interest | 100.00% |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||
Net loss from continuing operations | $ (2,050,182) | $ (850,568) | $ (3,276,650) | $ (2,696,689) | |
Income (loss) from discontinued operations | 13,649 | $ (19,804) | (174,021) | (56,991) | |
Net cash used in operating activities | (1,502,123) | $ (3,224,600) | |||
Accumulated deficit | $ (20,493,637) | $ (20,493,637) | $ (17,042,966) |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Jan. 02, 2019 | Dec. 31, 2018 | |
Right of use assets | $ 447,915 | $ 447,915 | $ 588,000 | |||
Operating lease liability | 189,669 | 189,669 | 588,000 | |||
Website development costs | 0 | 8,000 | ||||
Stock option compensation expense | 15,963 | $ 5,753 | 29,074 | $ 19,961 | ||
FDIC insured limit | 250,000 | 250,000 | ||||
Uninsured cash amounts | $ 0 | $ 0 | $ 706,000 | |||
Stock Options [Member] | ||||||
Dilutive common stock equivalent shares outstanding | 1,897,000 | 2,027,000 | ||||
Warrants [Member] | ||||||
Dilutive common stock equivalent shares outstanding | 22,618,240 | 10,100,000 | ||||
Conversion of Preferred Stock [Member] | ||||||
Dilutive common stock equivalent shares outstanding | 6,844,017 | 2,412,500 | ||||
Convertible Notes Payable [Member] | ||||||
Dilutive common stock equivalent shares outstanding | 0 | 4,300,000 | ||||
Exchange Networks Revenue [Member] | Two Customers [Member] | ||||||
Credit concentration risk percentage | 16.70% | 27.70% | ||||
Accounts Receivable [Member] | Maximum [Member] | ||||||
Credit concentration risk percentage | 10.00% | |||||
Continuing Operations [Member] | ||||||
Advertising, marketing promotion costs | $ 110,342 | 1,761 | $ 116,342 | $ 24,546 | ||
Discontinued Operations [Member] | ||||||
Advertising, marketing promotion costs | $ 0 | $ 66,215 | $ 6,888 | $ 202,102 | ||
Slutzky & Winshman Ltd. [Member] | ||||||
Right of use assets | 343,000 | |||||
Operating lease liability | $ 343,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Fair Value of Liabilities on a Recurring Basis (Details) - Fair Value, Inputs, Level 3 [Member] | 9 Months Ended |
Sep. 30, 2019USD ($) | |
Beginning balance | $ 309,844 |
Long term debt additions | |
Principal reductions/payments | (64,681) |
Adjustment to fair value | |
Ending balance | $ 245,163 |
Acquisition (Details Narrative)
Acquisition (Details Narrative) - USD ($) | Nov. 15, 2019 | Jul. 31, 2019 |
Business acquisition contingent consideration | $ 20,345,000 | |
Share Exchange Agreement and Plan of Merger [Member] | Slutzky & Winshman Ltd. [Member] | ||
Issuance of shares to owners and employees, shares | 12,130,799 | |
Issuance of shares to owners and employees value | $ 19,409,281 | |
Business acquisition contingent consideration | $ 750,000 | |
Issuance of restricted stock, shares | 223,841 | |
Issuance of restricted stock value | $ 185,722 | |
Share Exchange Agreement and Plan of Merger [Member] | Slutzky & Winshman Ltd. [Member] | Minimum [Member] | ||
Debt instrument promissory notes, term | 1 year | |
Share Exchange Agreement and Plan of Merger [Member] | Slutzky & Winshman Ltd. [Member] | Maximum [Member] | ||
Debt instrument promissory notes, term | 2 years |
Acquisition - Schedule of Purch
Acquisition - Schedule of Purchase Price Allocation to Assets Acquired and Liabilities Assumed (Details) - USD ($) | Sep. 30, 2019 | Aug. 15, 2019 | Dec. 31, 2018 |
Business Combinations [Abstract] | |||
Tangible assets acquired | $ 3,234,757 | ||
Liabilities assumed | (3,402,999) | ||
Net liabilities assumed | (168,242) | ||
Tradename - Trademarks | 1,189,300 | ||
IP/Technology | 2,017,000 | ||
Customer relationships | 610,000 | ||
Non-compete agreements | 352,700 | ||
Goodwill | $ 16,397,449 | 15,408,523 | $ 988,926 |
Total purchase price | $ 19,409,281 |
Acquisition - Summary of Total
Acquisition - Summary of Total Consideration Transaction (Details) | Nov. 15, 2019USD ($) |
Business Combinations [Abstract] | |
Shares issued to owners | $ 19,185,524 |
Shares issued for vested options | 127,757 |
Shares issued to employees | 96,000 |
Preliminary purchase price | 19,409,281 |
Restricted stock units held in escrow | 185,719 |
Closing notes | 750,000 |
Total consideration | $ 20,345,000 |
Acquisition - Schedule of Pro F
Acquisition - Schedule of Pro Forma Results (Details) - USD ($) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2019 | Sep. 30, 2019 | |
Business Combinations [Abstract] | ||
Total revenue | $ 4,146,851 | $ 9,464,664 |
Total expenses | (5,931,506) | (13,275,037) |
Preferred stock dividend | (52,683) | (201,848) |
Net loss attributable to common shareholders | $ (1,837,338) | $ (4,012,221) |
Basic and diluted net loss per share | $ (0.03) | $ (0.06) |
Discontinued Operations (Detail
Discontinued Operations (Details Narrative) - USD ($) | Mar. 22, 2019 | Mar. 08, 2019 | Dec. 31, 2018 | Sep. 30, 2019 |
Inventory held for sale in discontinued operations | $ 223,000 | |||
Black Helmet Apparel E-Commerce [Member] | ||||
Value of business sold | $ 175,000 | |||
Proceeds from promissory note | $ 20,000 | |||
Promissory note interest rate | 6.00% | |||
Promissory note periodic payments | $ 155,000 | |||
Inventory held for sale in discontinued operations | 180,000 | |||
Bright Watches [Member] | ||||
Sale of inventory | $ 7,000 | |||
Inventory, written down value | $ 7,454 |
Discontinued Operations - Summa
Discontinued Operations - Summary of Discontinued Operations (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | |
Discontinued Operations and Disposal Groups [Abstract] | |||||
Cash | $ 776 | $ 776 | $ 16,747 | ||
Accounts receivable | 944 | 944 | |||
Inventory | 223,000 | ||||
Total Current Assets | 1,720 | 1,720 | 239,747 | ||
Fixed assets, net | 49,347 | ||||
Other assets | 11,123 | ||||
Total Other assets - discontinued operations | 60,470 | ||||
Total Assets - Discontinued Operations | 1,720 | 1,720 | 300,217 | ||
Accounts payable | 591 | 591 | 127,512 | ||
Deferred rents | 16,417 | ||||
Total current liabilities - discontinued operations | 591 | 591 | 143,929 | ||
Net Assets Discontinued Operations | 1,129 | 1,129 | $ 156,288 | ||
Revenues | 103,266 | $ 897,536 | |||
Cost of revenues | 56,050 | 678,641 | |||
Gross profit | 47,216 | 218,895 | |||
Selling, General and Administrative Expenses | 242,395 | 275,886 | |||
Loss profit from discontinued operations | (195,179) | (56,991) | |||
Other income (expense) | 21,158 | ||||
Loss from discontinued operations | $ 13,649 | $ (19,804) | $ (174,021) | $ (56,991) | |
Basic and fully diluted net loss per share | $ 0 | $ 0 | $ 0 | $ 0 | |
Loss from discontinued operations | $ (174,021) | $ (56,991) | |||
Depreciation | 5,921 | ||||
Loss on sale of Black Helmet Business Unit | 11,309 | ||||
Write-off of fixed assets | 49,347 | 28,000 | |||
Amortization of website acquisition and intangibles | 5,118 | ||||
Inventory | 91,884 | 186,491 | |||
Other assets | 11,123 | ||||
Accounts payable | (133,753) | (24,800) | |||
Deferred rents | (11,629) | ||||
Cash (used in) provided by discontinued operations | $ (155,739) | $ 143,739 |
Prepaid Costs and Expenses - Sc
Prepaid Costs and Expenses - Schedule of Prepaid Costs and Expenses (Details) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Prepaid insurance | $ 28,604 | $ 101,206 |
Prepaid VAT fees | 216,652 | |
Prepaid expenses - other | 7,121 | |
Current portion of prepaid service agreements | 360,000 | 510,000 |
Prepaid expenses and other current assets | $ 612,377 | $ 611,206 |
Property and Equipment (Details
Property and Equipment (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation expense | $ 3,121 | $ 7,809 | $ 5,613 | $ 14,235 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Total property and equipment | $ 174,100 | $ 93,486 |
Less: accumulated depreciation | (93,635) | (88,022) |
Total property and equipment, net | 80,465 | 5,464 |
Furniture and Fixtures [Member] | ||
Total property and equipment | 63,930 | 36,374 |
Leasehold Improvements [Member] | ||
Total property and equipment | $ 17,000 | |
Property and equipment, depreciable life | 3 years | |
Computer Equipment [Member] | ||
Total property and equipment | $ 93,170 | $ 57,112 |
Property and equipment, depreciable life | 3 years | |
Minimum [Member] | Furniture and Fixtures [Member] | ||
Property and equipment, depreciable life | 3 years | |
Maximum [Member] | Furniture and Fixtures [Member] | ||
Property and equipment, depreciable life | 5 years |
Website Acquisition and Intan_3
Website Acquisition and Intangible Assets (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Aug. 15, 2019 | Dec. 31, 2018 | |
Amortization expense | $ 101,709 | $ 49,727 | $ 131,409 | $ 262,633 | ||
Finite lived intangible assets | 4,305,097 | 4,305,097 | $ 221,117 | |||
Goodwill | 16,397,449 | 16,397,449 | $ 15,408,523 | $ 988,926 | ||
Slutzky & Winshman Ltd. [Member] | ||||||
Finite lived intangible assets | 416,900 | 416,900 | ||||
Goodwill | $ 15,408,523 | $ 15,408,523 |
Website Acquisition and Intan_4
Website Acquisition and Intangible Assets - Schedule of Website Acquisitions, Net (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2019 | Dec. 31, 2018 | |
Website Acquisition Assets | $ 4,434,000 | $ 297,000 |
Less: accumulated amortization | 128,903 | 75,883 |
Website Acquisition Assets, net | 4,305,097 | 221,117 |
Website Acquisitions, Net [Member] | ||
Website Acquisition Assets | 1,124,846 | 1,116,846 |
Less: accumulated amortization | (859,157) | (802,709) |
Less: cumulative impairment loss | (200,396) | (200,396) |
Website Acquisition Assets, net | $ 65,293 | $ 113,741 |
Website Acquisitions, Net [Member] | Minimum [Member] | ||
Website Acquisition Assets Useful Lives | 3 years | |
Website Acquisitions, Net [Member] | Maximum [Member] | ||
Website Acquisition Assets Useful Lives | 5 years |
Website Acquisition and Intan_5
Website Acquisition and Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) | 9 Months Ended | ||
Sep. 30, 2019 | Aug. 15, 2019 | Dec. 31, 2018 | |
Total Intangible Assets | $ 4,434,000 | $ 297,000 | |
Less: accumulated amortization | (128,903) | (75,883) | |
Intangible assets, net | 4,305,097 | 221,117 | |
Goodwill | $ 16,397,449 | $ 15,408,523 | 988,926 |
Trade Name [Member] | |||
Intangible assets, useful life | 5 years | ||
Total Intangible Assets | $ 1,189,300 | 32,000 | |
Customer Relationships [Member] | |||
Intangible assets, useful life | 5 years | ||
Total Intangible Assets | $ 797,000 | 187,000 | |
IP/Technology [Member] | |||
Intangible assets, useful life | 5 years | ||
Total Intangible Assets | $ 2,017,000 | ||
Non-compete Agreements [Member] | |||
Total Intangible Assets | $ 430,700 | $ 78,000 | |
Non-compete Agreements [Member] | Minimum [Member] | |||
Intangible assets, useful life | 5 years | ||
Non-compete Agreements [Member] | Maximum [Member] | |||
Intangible assets, useful life | 8 years |
Accrued Expenses (Details Narra
Accrued Expenses (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | |
Settlement amount for publisher payments | $ 75,000 | ||||
Collection amount of debt | 197,500 | ||||
Gain on settlement of debt | 122,500 | ||||
Payments of debt | 50,000 | ||||
Dividends payable | 58,132 | 58,132 | $ 25,909 | ||
Accrued expenses for potential future settlements | 95,254 | 95,254 | 95,254 | ||
Accrued liquidation damages | 88,332 | 88,332 | |||
Accrued consulting fees | 1,040,000 | 1,040,000 | |||
Cash acquired from acquisition | $ 603,744 | ||||
Spartan Capital Securities, LLC [Member] | |||||
Issuance of common stock shares | 650,000 | ||||
Slutzky & Winshman Ltd. [Member] | |||||
Accrued consulting fees | $ 2,624 | $ 2,624 | |||
Cash acquired from acquisition | $ 165,000 |
Accrued Expenses - Schedule of
Accrued Expenses - Schedule of Accrued Expenses (Details) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Payables and Accruals [Abstract] | ||
Accrued dividends | $ 58,132 | $ 25,909 |
Accrued legal fees | 128,134 | 94,200 |
Accrued liquidation damages | 88,332 | |
Other accrued expenses | 95,038 | 51,979 |
Accrued payroll | 222,993 | |
Accrued traffic settlements | 95,254 | 95,254 |
Accrued consulting fees | 1,207,624 | |
Settlement of liability | 25,000 | 197,690 |
Total accrued expenses | $ 1,920,507 | $ 465,032 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Mar. 31, 2019 | Nov. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | Aug. 31, 2017 | |
Proceeds from related party debt | $ 20,000 | |||||||
Debt principal amount | $ 80,000 | $ 80,000 | $ 80,000 | |||||
Beneficial conversion feature | 57,840 | 68,312 | ||||||
Convertible notes payable to related party | 22,160 | 22,160 | 11,688 | |||||
Interest expense on note payable to related party | 5,574 | $ 101,526 | 17,289 | $ 303,033 | ||||
Amortization of debt discount | 3,529 | 51,293 | 10,472 | 159,638 | ||||
Note payable | 165,163 | 165,163 | 229,844 | |||||
Premium finance loan payable | 3,383 | 3,383 | 92,537 | |||||
DEM Acquisition [Member | ||||||||
Debt principal amount | 380,000 | 380,000 | ||||||
Interest expense on note payable to related party | 6,993 | 16,014 | 7,902 | 41,217 | ||||
Amortization of debt discount | 0 | 2,727 | $ 909 | 8,062 | ||||
Debt maturity date | Sep. 19, 2018 | |||||||
Note payable | 165,162 | $ 165,162 | 165,162 | |||||
WarIsBoring.Com [Member | ||||||||
Acquisition payable amount | $ 150,000 | |||||||
Percentage of net revenues | 30.00% | |||||||
Debt maturity date | Jan. 4, 2019 | |||||||
Debt instrument, monthly payments, total | $ 150,000 | |||||||
Debt instrument, present value | 117,268 | |||||||
Debt discounts amount | 32,732 | $ 32,732 | ||||||
Debt discount percentage | 12.00% | |||||||
Note payable | 0 | $ 0 | 57,181 | |||||
Debt discount | 0 | 0 | $ 0 | |||||
Directors and Officers and Errors and Omissions [Member] | ||||||||
Premium finance loan payable | $ 110,200 | $ 41,914 | $ 110,200 | $ 41,914 | ||||
Series F Preferred Stock [Member] | ||||||||
Debt conversion of convertible debt shares | 4,344,017 | |||||||
12% Convertible Notes Payable [Member] | ||||||||
Note interest rate | 12.00% | |||||||
Long term debt to related parties | $ 2,035,000 | |||||||
10% Convertible Notes Payable [Member] | ||||||||
Note interest rate | 10.00% | |||||||
Long term debt to related parties | $ 2,035,000 | |||||||
6% Convertible Notes Payable [Member] | ||||||||
Note interest rate | 6.00% | |||||||
Long term debt to related parties | $ 2,035,000 | |||||||
10% Convertible Promissory Notes [Member] | Chief Executive Officer [Member] | ||||||||
Proceeds from related party debt | $ 80,000 | |||||||
Long-term debt, term | 5 years | |||||||
Conversion price per share | $ 0.40 | |||||||
Debt instrument, convertible, if-converted value in excess of face value | $ 70,000 |
Notes Payable - Schedule of Lon
Notes Payable - Schedule of Long-Term Debt (Details) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Total debt | $ 165,163 | $ 229,844 |
Total short term debt | 165,163 | 229,844 |
Total long term debt | ||
Note Payable 1 [Member] | ||
Total debt | 57,181 | |
Note Payable 2 [Member] | ||
Total debt | 165,163 | 165,163 |
Note Payable 3 [Member] | ||
Total debt | $ 7,500 |
Notes Payable - Schedule of L_2
Notes Payable - Schedule of Long-Term Debt (Details) (Parenthetical) - USD ($) | Aug. 23, 2018 | Sep. 19, 2017 | Jan. 06, 2016 | Sep. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 |
Debt principal amount | $ 80,000 | $ 80,000 | ||||
DEM Acquisition [Member | ||||||
Debt principal amount | $ 380,000 | |||||
Debt maturity date | Sep. 19, 2018 | |||||
WarIsBoring.Com [Member | ||||||
Debt maturity date | Jan. 4, 2019 | |||||
Note Payable [Member] | ||||||
Debt principal amount | $ 45,000 | |||||
Debt maturity date | Apr. 23, 2019 | |||||
Note Payable [Member] | WarIsBoring.Com [Member | ||||||
Debt principal amount | $ 150,000 | |||||
Debt maturity date | Jan. 4, 2019 | |||||
Note Payable [Member] | Service Agreement [Member] | ||||||
Debt maturity date | Aug. 23, 2020 | |||||
Promissory Note [Member] | ||||||
Debt principal amount | $ 127,000 | $ 155,000 | ||||
Promissory Note [Member] | DEM Acquisition [Member | ||||||
Debt maturity date | Sep. 19, 2018 | |||||
Promissory Note [Member] | Service Agreement [Member] | ||||||
Debt instrument, original note, amount | 380,000 | |||||
Reclassification of original note | $ 35,000 |
Commitments and Contingencies_2
Commitments and Contingencies (Details Narrative) | Dec. 11, 2018USD ($) | Sep. 06, 2017USD ($)shares | Sep. 30, 2018USD ($) | Jan. 31, 2017USD ($) | Apr. 30, 2016USD ($) | Sep. 30, 2019USD ($) | Sep. 30, 2018USD ($) | Sep. 30, 2019USD ($) | Sep. 30, 2018USD ($) | Dec. 31, 2018USD ($) | Dec. 16, 2016ft² |
Amortization expense | $ 120,668 | $ 158,405 | |||||||||
Uplisting fee | $ 7,121 | 7,121 | |||||||||
Spartan Capital Securities, LLC [Member] | Private Placement Warrants [Member] | |||||||||||
Period for final closing of the agreement | 120 months | ||||||||||
Percentage of aggregate purchase price | 2.00% | ||||||||||
Period for payment of aggregate purchase price | 30 days | ||||||||||
Liquidated damages amount | 88,332 | ||||||||||
Continuing Operations [Member] | |||||||||||
Rent expense | 28,199 | $ 68,664 | 81,376 | 206,590 | |||||||
Discontinued Operations [Member] | |||||||||||
Rent expense | 0 | 11,341 | $ 70,424 | 77,616 | |||||||
Other Assets [Member] | |||||||||||
Security deposit | $ 18,100 | 18,100 | 18,100 | ||||||||
Long-Term Non-Cancellable Lease Agreement [Member] | |||||||||||
Lease expiration date | Oct. 31, 2021 | ||||||||||
Base rent payments per month | $ 7,260 | ||||||||||
Percentage of escalation for rental payments | 3.00% | ||||||||||
Long-Term Non-Cancellable Lease Agreement [Member] | Hertsliya, Israel [Member] | |||||||||||
Lease expiration date | Dec. 18, 2021 | ||||||||||
Base rent payments per month | $ 8,840 | ||||||||||
Security deposit | 58,651 | 58,651 | |||||||||
Two Long-Term Non-Cancellable Lease Agreement [Member] | |||||||||||
Base rent payments per month | $ 6,000 | ||||||||||
Percentage of escalation for rental payments | 3.00% | ||||||||||
Security deposit | $ 10,000 | ||||||||||
Lease term | 5 years | ||||||||||
Prepaid on future rents | $ 96,940 | ||||||||||
Lease settlement amount | $ 55,000 | ||||||||||
Asset Purchase Agreement [Member] | |||||||||||
Base rent payments per month | $ 1,641 | ||||||||||
Percentage of escalation for rental payments | 3.00% | ||||||||||
Area of warehouse facility | ft² | 2,677 | ||||||||||
Lease renewal term | 3 years | ||||||||||
Three-Year Employment Agreements [Member] | DEM Group, LLC [Member] | |||||||||||
Increase in salaries and bonuses | 75,000 | ||||||||||
Three-Year Employment Agreements [Member] | Former Member One [Member] | DEM Group, LLC [Member] | |||||||||||
Base salaries to employees | 65,000 | 65,000 | |||||||||
Three-Year Employment Agreements [Member] | Former Member Two [Member] | DEM Group, LLC [Member] | |||||||||||
Base salaries to employees | 70,000 | 70,000 | |||||||||
Master Services Agreement [Member] | Kubient Inc. [Member] | |||||||||||
Owed to related party | 132,502 | 132,502 | |||||||||
Notes receivable, related party | 75,000 | 75,000 | |||||||||
Interest and penalties | 4,261 | 4,261 | |||||||||
Reserves, related party | 121,000 | 121,000 | |||||||||
Five-Year Consulting Agreement [Member] | Spartan Capital Securities, LLC [Member] | |||||||||||
Payment of prepaid calls per month | $ 5,000 | ||||||||||
Payment term for prepayment calls | 60 months | ||||||||||
Five-Year Consulting Agreement [Member] | Spartan Capital Securities, LLC [Member] | Consulting Shares [Member] | |||||||||||
Issuance of common stock shares | shares | 1,000,000 | ||||||||||
Five-Year M&A Advisory Agreement [Member] | Spartan Capital Securities, LLC [Member] | |||||||||||
Issuance of common stock shares | shares | 1,000,000 | ||||||||||
Payment of capital fees | $ 500,000 | ||||||||||
Payment of consulting fee | 300,000 | ||||||||||
Gross proceeds on shares issued | 750,000 | ||||||||||
Prepaid expenses | 500,000 | ||||||||||
Prepaid service/ consulting fees, net | 1,472,500 | ||||||||||
Prepaid service/ consulting fees, current | $ 310,000 | ||||||||||
Amortization period of agreement | 60 months | ||||||||||
Amortization expense | 77,500 | 232,500 | |||||||||
Uplisting Advisory and Consulting Agreement [Member] | Spartan Capital Securities, LLC [Member] | |||||||||||
Payment of capital fees | $ 200,000 | ||||||||||
Amortization expense | 50,000 | $ 0 | 150,000 | $ 0 | |||||||
Uplisting fee | $ 50,000 | $ 50,000 | $ 200,000 |
Commitments and Contingencies -
Commitments and Contingencies - Schedule of Right of Use Asset and Lease Liability (Details) - USD ($) | Sep. 30, 2019 | Jan. 02, 2019 | Dec. 31, 2018 |
Commitments and Contingencies Disclosure [Abstract] | |||
Operating lease right of use asset | $ 447,915 | $ 588,000 | |
Operating lease liability, current | 189,669 | $ 588,000 | |
Operating lease liability, net of current portion | 258,246 | ||
Total operating lease liabilities | $ 447,915 |
Commitments and Contingencies_3
Commitments and Contingencies - Schedule of Maturity of Operating Lease Liability (Details) | Sep. 30, 2019USD ($) |
Commitments And Contingencies Details | |
2020 | $ 231,102 |
2021 | 229,838 |
2022 | 41,170 |
Total minimum lease payments | 502,110 |
Present value adjustment | (54,195) |
Total net lease liabilities | $ 447,915 |
Commitments and Contingencies_4
Commitments and Contingencies - Summary of Additional Information Related to Operating Lease (Details) | Sep. 30, 2019 |
Commitments and Contingencies Disclosure [Abstract] | |
Weighted-average remaining lease term | 2 years 29 days |
Weighted-average discount rate | 5.50% |
Equity (Details Narrative)
Equity (Details Narrative) | Jul. 15, 2019USD ($)$ / sharesshares | Apr. 22, 2019USD ($)$ / sharesshares | Feb. 14, 2019USD ($)$ / sharesshares | Jul. 31, 2019USD ($)shares | Sep. 30, 2019USD ($)$ / sharesshares | Sep. 30, 2018USD ($)shares | Sep. 30, 2019USD ($)Integer$ / sharesshares | Sep. 30, 2019USD ($)Integer$ / sharesshares | Sep. 30, 2018USD ($)shares | Nov. 13, 2019shares | Nov. 08, 2019$ / sharesshares | Dec. 31, 2018$ / sharesshares |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 | 20,000,000 | 20,000,000 | ||||||||
Preferred stock, par value per share | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | ||||||||
Preferred stock designated description | The Company's board of directors has previously designated five series of preferred stock, consisting of 10% Series A Convertible Preferred Stock ("Series A Stock"), 10% Series A-1 Convertible Preferred Stock ("Series A-1 Stock"), 10% Series E Convertible Preferred Stock ("Series E Stock"), and 12%, 10% and 6% Series F Convertible Preferred Stock ("Series F Stock"). | |||||||||||
Warrants to purchase common stock | 482,500 | 482,500 | ||||||||||
Share issued price per shares | $ / shares | $ 1.75 | $ 1.75 | $ 1.75 | |||||||||
Warrant to purchase shares of common stock value | 195,808 | 195,808 | ||||||||||
Number of outstanding shares of common stock acquired, value | $ | $ 19,409,281 | |||||||||||
Stock option expense | $ | 15,963 | $ 5,753 | $ 29,074 | $ 19,961 | ||||||||
Unrecognized compensation cost | $ | $ 57,612 | $ 57,612 | $ 57,612 | |||||||||
Recognized and unrecognized compensation cost | 100,000 | |||||||||||
Share based compensation, exercise price | $ / shares | $ 1.75 | $ 1.75 | $ 1.75 | |||||||||
Share based compensation, stock option term | 6 years 2 months 30 days | |||||||||||
Share based compensation, volatility | 52.15% | |||||||||||
Share based compensation, dividends | 0.00% | |||||||||||
Share based compensation, risk free rate | 1.99% | |||||||||||
6% Convertible Promissory Note [Member] | ||||||||||||
Proceeds issued of debt | $ | $ 1,008,225 | |||||||||||
Common Stock [Member] | ||||||||||||
Number of outstanding shares of common stock acquired, shares | 12,354,640 | |||||||||||
Number of outstanding shares of common stock acquired, value | $ | $ 120,508 | |||||||||||
Spartan Capital Securities, LLC [Member] | ||||||||||||
Share based compensation | $ | $ 6,550 | |||||||||||
Issuance of common stock for private placement, shares | 650,000 | |||||||||||
Slutzky & Winshman Ltd. [Member] | Merger Agreement [Member] | ||||||||||||
Number of outstanding shares of common stock acquired, shares | 12,130,799 | |||||||||||
Number of outstanding shares of common stock acquired, value | $ | $ 19,409,278 | |||||||||||
Private Placement [Member] | One Accredited Investor [Member] | ||||||||||||
Sale of stock transaction | 163,750 | |||||||||||
Number of accredited investors | Integer | 1 | |||||||||||
Gross proceeds received | $ | $ 58,950 | |||||||||||
Sale of stock, price per share | $ / shares | $ 0.40 | $ 0.40 | $ 0.40 | |||||||||
Warrants to purchase common stock for each share | 1 | 1 | 1 | |||||||||
Warrants term | 5 years | 5 years | 5 years | |||||||||
Warrants exercise price | $ / shares | $ 0.65 | $ 0.65 | $ 0.65 | |||||||||
Private Placement [Member] | 3 Accredited Investor [Member] | ||||||||||||
Sale of stock transaction | 750,000 | |||||||||||
Number of accredited investors | Integer | 3 | |||||||||||
Gross proceeds received | $ | $ 300,000 | |||||||||||
Sale of stock, price per share | $ / shares | $ 0.40 | $ 0.40 | $ 0.40 | |||||||||
Warrants to purchase common stock for each share | 1 | 1 | 1 | |||||||||
Warrants term | 5 years | 5 years | 5 years | |||||||||
Warrants exercise price | $ / shares | $ 0.65 | $ 0.65 | $ 0.65 | |||||||||
Private Placement Warrants [Member] | Spartan Capital Securities, LLC [Member] | ||||||||||||
Warrants to purchase common stock | 16,375 | 16,375 | 16,375 | |||||||||
Private Placement Warrants [Member] | 20 Accredited Investor [Member] | ||||||||||||
Warrants to purchase common stock for each share | 1 | |||||||||||
Warrants exercise price | $ / shares | $ 1 | |||||||||||
Private Placement Warrants [Member] | 20 Accredited Investor [Member] | Common Stock [Member] | ||||||||||||
Warrants to purchase common stock for each share | 1 | |||||||||||
Warrants term | 5 years | |||||||||||
Warrants exercise price | $ / shares | $ 0.75 | |||||||||||
Two Private Placement [Member] | 20 Accredited Investor [Member] | ||||||||||||
Sale of stock transaction | 970,500 | 2,570,860 | ||||||||||
Number of accredited investors | Integer | 20 | |||||||||||
Gross proceeds received | $ | $ 485,250 | $ 1,285,430 | ||||||||||
Sale of stock, price per share | $ / shares | $ 0.50 | |||||||||||
First Private Placement [Member] | 20 Accredited Investor [Member] | ||||||||||||
Sale of stock transaction | 1,270,000 | |||||||||||
Gross proceeds received | $ | $ 635,000 | |||||||||||
Sale of stock, price per share | $ / shares | $ 0.50 | |||||||||||
First Private Placement [Member] | 20 Accredited Investor [Member] | Common Stock [Member] | ||||||||||||
Sale of stock, price per share | $ / shares | $ 0.50 | |||||||||||
First Private Placement Warrants [Member] | 20 Accredited Investor [Member] | ||||||||||||
Sale of stock, price per share | $ / shares | $ 0.50 | |||||||||||
Warrants to purchase common stock for each share | 1 | |||||||||||
Warrants term | 5 years | |||||||||||
Warrants exercise price | $ / shares | $ 0.75 | |||||||||||
Share issued price per shares | $ / shares | $ 0.50 | |||||||||||
First Private Placement Warrants [Member] | 11 Accredited Investor [Member] | ||||||||||||
Warrant to purchase shares of common stock value | 980,000 | |||||||||||
Second Private Placement Warrants [Member] | 20 Accredited Investor [Member] | ||||||||||||
Gross proceeds received | $ | $ 165,180 | |||||||||||
Warrants to purchase common stock for each share | 1 | |||||||||||
Warrants exercise price | $ / shares | $ 1 | |||||||||||
Offering description | The investors in the first offering dated February 14, 2019 were required to subscribe for the second warrant offered in the April 22, 2019 amendment in a private placement dated July 11, 2019 which terminated on July 31, 2019 with no ability to extend. | |||||||||||
Proceeds issued of debt | $ | $ 148,662 | |||||||||||
Issuance of common stock for private placement, shares | 330,360 | |||||||||||
Series B-1 Preferred Stock [Member] | ||||||||||||
Preferred stock, shares authorized | 6,000,000 | 6,000,000 | 6,000,000 | 6,000,000 | ||||||||
Series E Preferred Stock [Member] | ||||||||||||
Preferred stock, shares authorized | 2,500,000 | 2,500,000 | 2,500,000 | 2,500,000 | ||||||||
Dividends earned | $ | $ 25,205 | 22,099 | $ 74,795 | 58,464 | ||||||||
Series F Preferred Stock [Member] | ||||||||||||
Preferred stock, shares authorized | 4,344,017 | 4,344,017 | 4,344,017 | 4,344,017 | ||||||||
Dividends earned | $ | $ 50,613 | 0 | $ 150,189 | 0 | ||||||||
Series A-1 Preferred Stock [Member] | ||||||||||||
Preferred stock, shares authorized | 2,000,000 | 2,000,000 | 2,000,000 | 2,000,000 | ||||||||
Dividends earned | $ | $ 2,411 | $ 0 | $ 2,411 | $ 0 | ||||||||
Subsequent Event [Member] | Series B-1 Preferred Stock [Member] | ||||||||||||
Preferred stock, shares authorized | 6,000,000 | 6,000,000 | ||||||||||
Preferred stock, par value per share | $ / shares | $ 1 |
Equity - Summary of Stock Optio
Equity - Summary of Stock Option Activity (Details) | 9 Months Ended |
Sep. 30, 2019USD ($)$ / sharesshares | |
Equity [Abstract] | |
Number of Shares Options Outstanding Beginning Balance | shares | 1,797,000 |
Number of Options Granted | shares | 100,000 |
Number of Options Exercised | shares | |
Number of Options Forfeited | shares | |
Number of Options Expired | shares | |
Number of Shares Options Outstanding Ending Balance | shares | 1,897,000 |
Number of Shares Options Exercisable | shares | 1,845,500 |
Weighted Average Exercise Price Per Share Outstanding Beginning Balance | $ / shares | $ 0.44 |
Weighted Average Exercise Price Per Share Granted | $ / shares | 1.75 |
Weighted Average Exercise Price Per Share Exercised | $ / shares | |
Weighted Average Exercise Price, Forfeited | $ / shares | |
Weighted Average Exercise Price Per Share Expired | $ / shares | |
Weighted Average Exercise Price Per Share Outstanding Ending Balance | $ / shares | 0.51 |
Weighted Average Exercise Price Per Share Exercisable | $ / shares | $ 0.50 |
Weighted Average Remaining Contractual Life (in Years) Outstanding, Beginning | 5 years 1 month 6 days |
Weighted Average Remaining Contractual Life (in Years) Outstanding, Granted | 9 years 9 months 18 days |
Weighted Average Remaining Contractual Life (in Years) Outstanding, Ending | 5 years 3 months 19 days |
Weighted Average Remaining Contractual Life (in Years) Exercisable | 4 years 4 months 24 days |
Aggregate Intrinsic Value Outstanding Beginning | $ | $ 2,264,220 |
Aggregate Intrinsic Value Outstanding Ending | $ | 2,264,220 |
Aggregate Intrinsic Value Exercisable | $ | $ 2,207,930 |
Equity - Summary of Options Out
Equity - Summary of Options Outstanding Under Option Plans (Details) | 9 Months Ended |
Sep. 30, 2019$ / sharesshares | |
Options Outstanding, Number outstanding | shares | 1,897,000 |
Options Outstanding, Weighted average exercise price | $ 0.51 |
Options Outstanding, Remaining average contractual life (in years) | 5 years 3 months 19 days |
Options Exercisable, Number exercisable | shares | 1,845,500 |
Options Exercisable, Weighted average exercise price | $ 0.50 |
Exercise Price Range One [Member] | |
Exercise price lower range limit | 0.14 |
Exercise price upper range limit | $ 0.24 |
Options Outstanding, Number outstanding | shares | 540,000 |
Options Outstanding, Weighted average exercise price | $ 0.14 |
Options Outstanding, Remaining average contractual life (in years) | 1 year 8 months 12 days |
Options Exercisable, Number exercisable | shares | 540,000 |
Options Exercisable, Weighted average exercise price | $ 0.14 |
Exercise Price Range Two [Member] | |
Exercise price lower range limit | 0.25 |
Exercise price upper range limit | $ 0.49 |
Options Outstanding, Number outstanding | shares | 351,000 |
Options Outstanding, Weighted average exercise price | $ 0.28 |
Options Outstanding, Remaining average contractual life (in years) | 3 years 4 months 24 days |
Options Exercisable, Number exercisable | shares | 351,000 |
Options Exercisable, Weighted average exercise price | $ 0.28 |
Exercise Price Range Three [Member] | |
Exercise price lower range limit | 0.50 |
Exercise price upper range limit | $ 0.85 |
Options Outstanding, Number outstanding | shares | 906,000 |
Options Outstanding, Weighted average exercise price | $ 0.68 |
Options Outstanding, Remaining average contractual life (in years) | 5 years 10 months 25 days |
Options Exercisable, Number exercisable | shares | 854,100 |
Options Exercisable, Weighted average exercise price | $ 0.68 |
Exercise Price Range Four [Member] | |
Exercise price lower range limit | $ 1.75 |
Options Outstanding, Number outstanding | shares | 100,000 |
Options Outstanding, Weighted average exercise price | $ 1.75 |
Options Outstanding, Remaining average contractual life (in years) | 9 years 9 months 18 days |
Options Exercisable, Number exercisable | shares | 100,000 |
Options Exercisable, Weighted average exercise price | $ 1.75 |
Related Parties (Details Narrat
Related Parties (Details Narrative) - USD ($) | 9 Months Ended | |||
Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | Nov. 30, 2018 | |
Debt principal amount | $ 80,000 | $ 80,000 | ||
Series E and F Preferred Stock [Member] | ||||
Preferred stock cash dividends | $ 169,121 | $ 51,314 | ||
Mr. W. Kip Speyer [Member] | Two Convertible Note Agreements [Member] | ||||
Debt principal amount | $ 80,000 | |||
Debt conversion price per share | $ 0.40 | |||
Notes payable | $ 22,160 | 11,688 | ||
Unamortized debt discount | $ 57,840 | $ 68,312 |
Notes Receivable (Details Narra
Notes Receivable (Details Narrative) - USD ($) | 1 Months Ended | 9 Months Ended | 12 Months Ended |
Mar. 31, 2019 | Sep. 30, 2019 | Dec. 31, 2018 | |
Due from related party | $ 175,000 | ||
Proceeds from related party debt | 20,000 | ||
Debt principal amount | $ 80,000 | $ 80,000 | |
Inform, Inc., [Member] | |||
Debt interest rate | 6.00% | ||
Notes receivable, related party | $ 1,156,887 | ||
Debt maturity date | Oct. 1, 2019 | ||
Kubient, Inc. [Member] | |||
Note issued for acquisition | 75,000 | ||
Amount recorded as reserve | $ 56,250 | ||
Promissory Note [Member] | |||
Debt principal amount | $ 155,000 | $ 127,000 | |
Debt interest rate | 8.00% | ||
Note term | 12 months |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Nov. 08, 2019 | Nov. 06, 2019 | Nov. 13, 2019 | Sep. 30, 2019 | Dec. 31, 2018 |
Preferred stock, shares designated | 20,000,000 | 20,000,000 | |||
Preferred stock, stated value | $ 0.01 | $ 0.01 | |||
Purchase price per share | $ 1.75 | ||||
Series B-1 Preferred Stock [Member] | |||||
Preferred stock, shares designated | 6,000,000 | 6,000,000 | |||
Series A-1 Preferred Stock [Member] | |||||
Preferred stock, shares designated | 2,000,000 | 2,000,000 | |||
Subsequent Event [Member] | |||||
Cash dividend payable percentage | 5.00% | ||||
Subsequent Event [Member] | News Distribution Network, Inc [Member] | |||||
Forgiveness of notes receivable | $ 1,156,887 | ||||
Subsequent Event [Member] | News Distribution Network, Inc [Member] | Maximum [Member] | |||||
Issuance of common stock shares | 22,000,000 | ||||
Subsequent Event [Member] | Series B Convertible Preferred Stock [Member] | |||||
Preferred stock, shares designated | 6,000,000 | ||||
Preferred stock, designated percentage | 10.00% | ||||
Subsequent Event [Member] | Series C Convertible Preferred Stock [Member] | |||||
Preferred stock, shares designated | 6,000,000 | ||||
Preferred stock, designated percentage | 10.00% | ||||
Subsequent Event [Member] | Series D Convertible Preferred Stock [Member] | |||||
Preferred stock, shares designated | 6,000,000 | ||||
Preferred stock, designated percentage | 10.00% | ||||
Subsequent Event [Member] | Series B-1 Preferred Stock [Member] | |||||
Preferred stock, shares designated | 6,000,000 | 6,000,000 | |||
Debt convertible percentage | 5.00% | ||||
Preferred stock, stated value | $ 1 | ||||
Subsequent Event [Member] | Series A-1 Preferred Stock [Member] | Mr. W. Kip Speyer [Member] | |||||
Preferred stock, shares designated | 2,000,000 | ||||
Preferred stock, designated percentage | 10.00% | ||||
Preferred stock, stated value | $ 0.50 | ||||
Cash dividend payable percentage | 10.00% | ||||
Issuance of common stock shares | 400,000 | ||||
Purchase price per share | $ 0.50 |