Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2021 | Mar. 18, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2021 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2021 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 000-54887 | |
Entity Registrant Name | Bright Mountain Media, Inc. | |
Entity Central Index Key | 0001568385 | |
Entity Tax Identification Number | 27-2977890 | |
Entity Incorporation, State or Country Code | FL | |
Entity Address, Address Line One | 6400 Congress Avenue | |
Entity Address, Address Line Two | Suite 2050 | |
Entity Address, City or Town | Boca Raton | |
Entity Address, State or Province | FL | |
Entity Address, Postal Zip Code | 33487 | |
City Area Code | 561 | |
Local Phone Number | 998-2440 | |
Entity Current Reporting Status | No | |
Entity Interactive Data Current | No | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Elected Not To Use the Extended Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 150,448,949 | |
Entity Information, Former Legal or Registered Name | Not applicable |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Current Assets | ||
Cash and cash equivalents | $ 278,137 | $ 736,046 |
Accounts receivable, net | 3,836,453 | 6,430,253 |
Note receivable, net | 14,693 | 13,910 |
Prepaid expenses and other current assets | 582,124 | 940,214 |
Total Current Assets | 4,711,407 | 8,120,422 |
Property and equipment, net | 70,020 | 113,250 |
Website acquisition assets, net | 4,400 | 5,600 |
Intangible assets, net | 6,466,118 | 7,653,717 |
Goodwill | 19,645,468 | 19,645,468 |
Prepaid services/consulting agreements - long term | 379,767 | 664,593 |
Right of use asset | 72,598 | |
Other assets | 261,019 | 253,650 |
Total Assets | 31,538,199 | 36,529,299 |
Current Liabilities | ||
Accounts payable | 8,759,806 | 9,595,006 |
Accrued expenses | 3,509,754 | 3,546,896 |
Accrued interest to related party | 981,312 | 65,437 |
Premium finance loan payable | 339,890 | |
Deferred revenues | 809,103 | 346,529 |
Long term debt, current portion | 1,522,140 | 2,091,735 |
Long term debt, current portion – related party | 4,329,200 | |
Operating lease liability, current portion | 72,727 | |
Other current liabilities | 65,120 | |
Total Current Liabilities | 19,976,435 | 16,058,220 |
Long term debt to related parties, net | 14,004,232 | 39,728 |
Long term debt | 16,916,705 | |
Total Liabilities | 33,980,667 | 33,014,653 |
Commitments and Contingencies | ||
Shareholders’ (Deficit) Equity | ||
Common stock, par value $0.01, 324,000,000 shares authorized, 142,134,133 and 118,162,150 issued and 141,308,958 and 117,336,975 outstanding at September 30, 2021 and December 31, 2020, respectively | 1,421,342 | 1,181,622 |
Treasury stock, at cost; 825,175 shares at September 30, 2021 and December 31, 2020 | (219,837) | (219,837) |
Additional paid-in capital | 99,606,961 | 96,427,166 |
Accumulated deficit | (103,231,212) | (93,932,080) |
Accumulated other comprehensive loss | (20,972) | (22,665) |
Total shareholders’ (deficit) equity | (2,442,468) | 3,514,646 |
Total Liabilities and Shareholders’ (Deficit) Equity | 31,538,199 | 36,529,299 |
Series A-1 Preferred Stock [Member] | ||
Shareholders’ (Deficit) Equity | ||
Preferred stock value | 12,000 | |
Series B-1 Preferred Stock [Member] | ||
Shareholders’ (Deficit) Equity | ||
Preferred stock value | ||
Series E Preferred Stock [Member] | ||
Shareholders’ (Deficit) Equity | ||
Preferred stock value | 1,250 | 25,000 |
Series F Preferred Stock [Member] | ||
Shareholders’ (Deficit) Equity | ||
Preferred stock value | $ 43,440 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2021 | Dec. 31, 2020 |
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 | 142,134,133 | 118,162,150 |
Common shares, shares outstanding | 141,308,958 | 117,336,975 |
Treasury stock, shares issued | 825,175 | 825,175 |
Series A-1 Preferred Stock [Member] | ||
Preferred stock, shares authorized | 2,000,000 | 2,000,000 |
Preferred stock, shares issued | 0 | 1,200,000 |
Preferred stock, shares outstanding | 0 | 1,200,000 |
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 | 125,000 | 2,500,000 |
Preferred stock, shares outstanding | 125,000 | 2,500,000 |
Series F Preferred Stock [Member] | ||
Preferred stock, shares authorized | 4,344,017 | 4,344,017 |
Preferred stock, shares issued | 0 | 4,344,017 |
Preferred stock, shares outstanding | 0 | 4,344,017 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Revenues | ||||
Advertising | $ 3,805,355 | $ 4,894,486 | $ 8,638,490 | $ 9,438,612 |
Cost of revenue | ||||
Advertising | 1,697,125 | 2,085,060 | 4,540,076 | 5,005,646 |
Gross profit | 2,108,230 | 2,809,426 | 4,098,414 | 4,432,966 |
Selling, general and administrative expenses | 4,646,299 | 6,153,561 | 13,670,567 | 15,313,699 |
Loss from operations | (2,538,069) | (3,344,135) | (9,572,153) | (10,880,733) |
Other income (expense) | ||||
Impairment expense | (58,766,016) | (58,766,016) | ||
Gain on forgiveness of PPP loan | 464,800 | 2,171,535 | ||
Other income (expense) | (54,748) | (251,779) | (15,275) | (16,859) |
Interest income (expense) | (605) | (16,644) | (336,811) | (323,047) |
Interest expense - related party | (760,176) | (2,045) | (1,334,680) | (6,091) |
Total other income (expense) | (350,729) | (59,036,484) | 484,769 | (59,112,013) |
Net loss before tax | (2,888,798) | (62,380,619) | (9,087,384) | (69,992,746) |
Income tax benefit | 111,895 | 567,514 | ||
Net loss | (2,888,798) | (62,268,724) | (9,087,384) | (69,425,232) |
Deemed dividend | (211,748) | (211,748) | ||
Preferred stock dividends | (61,706) | (180,122) | (240,642) | (447,369) |
Net loss attributable to common shareholders | (3,162,252) | (62,448,846) | (9,539,774) | (69,872,601) |
Other comprehensive loss | 92,641 | (20,972) | ||
Comprehensive loss | $ (3,069,611) | $ (62,448,846) | $ (9,560,746) | $ (69,872,601) |
Basic and diluted net loss per share | $ (0.02) | $ (0.56) | $ (0.08) | $ (0.65) |
Weighted average shares outstanding - basic and diluted | 125,744,703 | 110,995,809 | 121,718,466 | 108,099,730 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Change in Shareholders' (Deficit) Equity - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Treasury Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | AOCI Attributable to Parent [Member] | Total |
Beginning balance, value at Dec. 31, 2019 | $ 80,440 | $ 1,007,830 | $ 84,265,623 | $ (21,217,658) | $ 64,136,235 | ||
Balance, shares at Dec. 31, 2019 | 8,044,017 | 100,782,956 | |||||
Net loss | (3,030,781) | (3,030,781) | |||||
Series A-1, E and F preferred stock dividend | (89,137) | (89,137) | |||||
Stock option vesting expense | 36,595 | 36,595 | |||||
Services rendered | $ 13,100 | 2,111,021 | 2,124,121 | ||||
Services rendered,shares | 1,370,000 | ||||||
Units consisting of one share of common stock and one warrant issued for cash | $ 51,175 | 2,123,762 | 2,174,937 | ||||
Units consisting of one share of common stock and one warrant issued for cash, shares | 5,117,500 | ||||||
Ending balance, value at Mar. 31, 2020 | $ 80,440 | $ 1,072,105 | 88,447,864 | (24,248,439) | 65,351,970 | ||
Balance, shares at Mar. 31, 2020 | 8,044,017 | 107,270,456 | |||||
Beginning balance, value at Dec. 31, 2019 | $ 80,440 | $ 1,007,830 | 84,265,623 | (21,217,658) | 64,136,235 | ||
Balance, shares at Dec. 31, 2019 | 8,044,017 | 100,782,956 | |||||
Net loss | $ (69,425,232) | ||||||
Conversion of Preferred to Common shares, shares | |||||||
Services rendered,shares | 1,370,000 | ||||||
Ending balance, value at Sep. 30, 2020 | $ 80,440 | $ 1,151,017 | $ (219,837) | 93,971,266 | (90,642,890) | $ 4,339,996 | |
Balance, shares at Sep. 30, 2020 | 8,044,017 | 115,101,656 | (825,175) | ||||
Beginning balance, value at Mar. 31, 2020 | $ 80,440 | $ 1,072,105 | 88,447,864 | (24,248,439) | 65,351,970 | ||
Balance, shares at Mar. 31, 2020 | 8,044,017 | 107,270,456 | |||||
Net loss | (4,125,727) | (4,125,727) | |||||
Series A-1, E and F preferred stock dividend | (89,958) | (89,958) | |||||
Stock option vesting expense | 41,499 | 41,499 | |||||
Services rendered | 600 | 113,400 | 114,000 | ||||
Units consisting of one share of common stock and one warrant issued for cash | $ 10,250 | 425,375 | 435,625 | ||||
Units consisting of one share of common stock and one warrant issued for cash, shares | 1,025,000 | ||||||
Acquisition of Wild Sky | $ 25,000 | 3,700,000 | 3,725,000 | ||||
Acquisition of Wild Sky, shares | 2,500,000 | ||||||
Ending balance, value at Jun. 30, 2020 | $ 80,440 | $ 1,107,955 | 92,638,181 | (28,374,166) | 65,452,411 | ||
Balance, shares at Jun. 30, 2020 | 8,044,017 | 110,795,456 | |||||
Net loss | (62,268,724) | (62,268,724) | |||||
Series A-1, E and F preferred stock dividend | (97,397) | (97,397) | |||||
Stock option vesting expense | 57,461 | 57,461 | |||||
Units consisting of one share of common stock and one warrant issued for cash | $ 42,562 | 1,366,571 | 1,409,133 | ||||
Units consisting of one share of common stock and one warrant issued for cash, shares | 4,256,200 | ||||||
Exercise of stock options | $ 500 | 6,450 | 6,950 | ||||
Exercise of stock options, shares | 50,000 | ||||||
Acquisition of Treasury shares | $ (219,837) | (219,837) | |||||
Acquisition of Treasury shares, shares | (825,175) | ||||||
Ending balance, value at Sep. 30, 2020 | $ 80,440 | $ 1,151,017 | $ (219,837) | 93,971,266 | (90,642,890) | 4,339,996 | |
Balance, shares at Sep. 30, 2020 | 8,044,017 | 115,101,656 | (825,175) | ||||
Beginning balance, value at Dec. 31, 2020 | $ 80,440 | $ 1,181,622 | $ (219,837) | 96,427,166 | (93,932,080) | (22,665) | 3,514,646 |
Balance, shares at Dec. 31, 2020 | 8,044,017 | 118,162,150 | (825,175) | ||||
Net loss | (1,709,275) | (1,709,275) | |||||
Series A-1, E and F preferred stock dividend | (88,978) | (88,978) | |||||
Stock option vesting expense | 68,294 | 68,294 | |||||
Options exercise | $ 1,000 | 12,900 | 13,900 | ||||
Options exercise, shares | 100,000 | ||||||
Warrants exercise | $ 250 | 9,750 | 10,000 | ||||
Warrants exercise, shares | 25,000 | ||||||
Adjustment for currency translation | (8,624) | (8,624) | |||||
To Oceanside personnel as part of acquisition agreement | $ 3,793 | 603,033 | 606,826 | ||||
To Oceanside personnel as part of acquisition agreement, shares | 379,266 | ||||||
Ending balance, value at Mar. 31, 2021 | $ 80,440 | $ 1,186,665 | $ (219,837) | 97,032,165 | (95,641,355) | (31,289) | 2,406,789 |
Balance, shares at Mar. 31, 2021 | 8,044,017 | 118,666,416 | (825,175) | ||||
Beginning balance, value at Dec. 31, 2020 | $ 80,440 | $ 1,181,622 | $ (219,837) | 96,427,166 | (93,932,080) | (22,665) | 3,514,646 |
Balance, shares at Dec. 31, 2020 | 8,044,017 | 118,162,150 | (825,175) | ||||
Net loss | $ (9,087,384) | ||||||
Options exercise, shares | 100,000 | ||||||
Conversion of Preferred to Common shares, shares | 79,190 | ||||||
Services rendered | $ 3,189,528 | ||||||
Services rendered,shares | 5,654,266 | ||||||
Ending balance, value at Sep. 30, 2021 | $ 1,250 | $ 1,421,342 | $ (219,837) | 99,606,961 | (103,231,212) | (20,972) | $ (2,442,468) |
Balance, shares at Sep. 30, 2021 | 125,000 | 142,134,133 | (825,175) | ||||
Beginning balance, value at Mar. 31, 2021 | $ 80,440 | $ 1,186,665 | $ (219,837) | 97,032,165 | (95,641,355) | (31,289) | 2,406,789 |
Balance, shares at Mar. 31, 2021 | 8,044,017 | 118,666,416 | (825,175) | ||||
Net loss | (4,489,311) | (4,489,311) | |||||
Series A-1, E and F preferred stock dividend | (89,958) | (89,958) | |||||
Stock option vesting expense | 73,214 | 73,214 | |||||
Adjustment for currency translation | (82,324) | (82,324) | |||||
To Centre Lane Partners as part of debt financing | $ 31,500 | 2,465,556 | 2,497,056 | ||||
To Centre Lane Partners as part of debt financing, shares | 3,150,000 | ||||||
Ending balance, value at Jun. 30, 2021 | $ 80,440 | $ 1,218,165 | $ (219,837) | 99,480,977 | (100,130,666) | (113,613) | 315,466 |
Balance, shares at Jun. 30, 2021 | 8,044,017 | 121,816,416 | (825,175) | ||||
Net loss | (2,888,798) | (2,888,798) | |||||
Series A-1, E and F preferred stock dividend | (61,706) | (61,706) | |||||
Stock option vesting expense | 38,183 | 38,183 | |||||
Adjustment for currency translation | 92,641 | 92,641 | |||||
To Centre Lane Partners as part of debt financing | $ 20,000 | 41,746 | 61,746 | ||||
To Centre Lane Partners as part of debt financing, shares | 2,000,000 | ||||||
Deemed dividend | $ 103,987 | 107,761 | (211,748) | ||||
Deemed dividend, shares | 10,398,700 | ||||||
Conversion of Preferred to Common shares | $ (79,190) | $ 79,190 | |||||
Conversion of Preferred to Common shares, shares | (7,919,017) | 7,919,017 | |||||
Ending balance, value at Sep. 30, 2021 | $ 1,250 | $ 1,421,342 | $ (219,837) | $ 99,606,961 | $ (103,231,212) | $ (20,972) | $ (2,442,468) |
Balance, shares at Sep. 30, 2021 | 125,000 | 142,134,133 | (825,175) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Cash flows from operating activities: | ||
Net loss | $ (9,087,384) | $ (69,425,232) |
Adjustments to reconcile net loss to net cash used in operations: | ||
Depreciation | 46,059 | 29,616 |
Amortization of debt discount | 383,805 | 10,510 |
Amortization | 1,188,799 | 3,288,361 |
Impairment of intangibles | 16,486,929 | |
Impairment of goodwill | 42,279,087 | |
Stock option compensation expense | 179,690 | 129,105 |
Warrant expense for services rendered | 10,000 | |
Stock issued for services | 92,218 | |
Stock compensation for Oceanside shares | 606,826 | |
Non-cash acquisition fee | 275,000 | |
Change in deferred taxes | (567,514) | |
Non-cash compensation for services | (90,000) | |
Write off doubtful accounts | (292,956) | |
Gain on forgiveness of PPP loan | (2,171,535) | |
Provision for bad debt | 81,702 | 287,068 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 2,806,747 | 1,193,666 |
Prepaid expenses and other current assets | 642,915 | 307,099 |
Prepaid services/consulting agreements | 293,182 | |
Other assets | (7,367) | 263,836 |
Right of use asset and lease liability | (129) | (11,935) |
Accounts payable | (838,213) | (1,739,822) |
Accrued expenses | 669,623 | 1,893,077 |
Accrued interest – related party | 950,875 | 22,735 |
Deferred revenues | 462,574 | 25,528 |
Net cash used in operating activities | (4,367,969) | (4,957,486) |
Cash flows from investing activities: | ||
Purchase of property and equipment | (2,829) | (4,055) |
Cash acquired from acquisition of Wild Sky | 1,357,669 | |
Net cash (used in) provided by investing activities | (2,829) | 1,353,614 |
Cash flows from financing activities: | ||
Proceeds from issuance of common stock, net | 3,586,148 | |
Proceeds from repayment of notes receivable | 44,583 | |
Payments of premium finance loan payable | (339,890) | (163,173) |
Dividend payments | 2,522 | (235,129) |
Principal payments received (funded) for notes receivable | (783) | 28,597 |
Proceeds from stock option exercises | 13,900 | |
Proceeds from PPP loan | 1,137,140 | 464,800 |
Proceeds from debt financing | 3,100,000 | |
Net cash provided by financing activities | 3,912,889 | 3,697,229 |
Net (decrease) increase in cash and cash equivalents | (457,909) | 93,357 |
Cash and cash equivalents at the beginning of period | 736,046 | 957,013 |
Cash and cash equivalents at end of period | 278,137 | 1,050,370 |
Supplemental disclosure of cash flow information | ||
Interest | 6,091 | |
Non-cash investing and financing activities | ||
Deemed dividend | $ 211,748 | |
Conversion of Preferred shares to Common shares | 79,190 | |
Issuance of debt in accordance with legal settlement | $ 219,837 | |
Issuance of common stock to Centre Lane for debt issuance | 2,558,802 | |
Non-cash acquisition of Wild Sky assets | 5,469,625 | |
Non-cash acquisition of Wild Sky liabilities | 3,388,579 | |
Non-cash acquisition of intangible assets of Wild Sky | 8,335,300 | |
Non-cash acquisition of goodwill of Wild Sky | 9,725,559 | |
Common stock issued for acquisition of Wild Sky | 3,725,000 | |
Long term debt from acquisition of Wild Sky | $ 16,416,905 |
NATURE OF OPERATIONS AND SUMMAR
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [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. (the “Company” or “Bright Mountain” or “We”) is a Florida corporation formed on May 20, 2010. Its wholly owned subsidiary, Bright Mountain LLC, was formed as a Florida limited liability company in May 2011. Its wholly owned subsidiary, Bright Mountain, LLC (“BMLLC”) F/K/A Daily Engage Media Group, LLC (“Daily Engage”) was formed as a New Jersey limited liability company in February 2015. In August 2019, Bright Mountain Israel Acquisition, an Israeli company was formed and acquired the wholly owned subsidiary Slutzky & Winshman Ltd. (“S&W”) which then changed its name to Oceanside Media LLC (“Oceanside”), see Note 4. Further, on November 18, 2019, Bright Mountain, through its wholly owned subsidiary BMTM2, Inc., a Florida corporation, acquired News Distribution Network, Inc. (“NDN”), a Delaware company, which then changed its name to MediaHouse, Inc. (“MediaHouse”). On June 1, 2020, Bright Mountain acquired the wholly owned subsidiary CL Media Holdings, LLC D/B/A “Wild Sky Media” (“Wild Sky”). When used herein, the terms “BMTM, the “Company,” “we,” “us,” “our” or “Bright Mountain” refers to Bright Mountain Media, Inc. and its subsidiaries. The Company is engaged in operating a proprietary, end-to-end digital media and advertising services platform designed to connect brand advertisers with demographically-targeted consumers – both large audiences and more granular segments – across digital, social and connected television (CTV) publishing formats. We define “end-to-end” as our process for taking ad buying from beginning to end, delivering a complete functional solution, usually without requiring any involvement from a third party. Through acquisitions and organic software development initiatives, we have consolidated and plan to further condense key elements of the prevailing digital advertising supply chain through the elimination of industry “middlemen” and/or costly redundancy of services via our ad exchange network. Our aim is to enable and support a streamlined, end-to-end advertising model that addresses both demand (ad buy side) and supply (media sell side) for both direct sales teams and programmatic sales and publishing of digital advertisements that reach specific target audiences based on what, where, when and how that specific target audience elects to access certain web and/or streaming video content. Programmatic advertising relies on computer programs to use data and proprietary algorithms to select which ads to buy and for what price, while direct sales involve traditional interpersonal contact between ad buyers and advertising sales representative(s). By selling advertisements on our current portfolio of 20 owned and operated websites and 13 CTV apps, coupled with acquisition or development of other niche web properties in the future, we are building depth in specific demographic verticals that allow us to package audiences into targeted consumer categories valued by advertisers. Oceanside provides 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. MediaHouse partners with content producers and online news market websites to distribute video and banner advertisements throughout the United States of America (“U.S.”). Wild Sky owns and operates a collection of websites that offer significant global reach through its content and niche audiences and has become a wholly owned subsidiary of the Company. Wild Sky is the home to parenting and lifestyle brands. |
GOING CONCERN
GOING CONCERN | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
GOING CONCERN | NOTE 2 - GOING CONCERN These condensed consolidated financial statements have been prepared on a going concern basis which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. The Company’s management has evaluated whether there is substantial doubt about the Company’s ability to continue as a going concern and has determined that substantial doubt existed as of the date of the end of the period covered by this report. This determination was based on the following factors: (i) The Company has sustained a net loss of $ 9,087,384 4,367,969 103,231,212 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 private equity capital. The accompanying condensed 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. BRIGHT MOUNTAIN MEDIA, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS September 30, 2021 (Unaudited) |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2021 | |
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, 2021 and 2020 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 Securities Act of 1933. 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 or any future periods. The condensed consolidated balance sheet information as of December 31, 2020 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, 2020, as filed with the SEC on December 23, 2021. The interim condensed consolidated financial statements should be read in conjunction with that report. Revenue Recognition The Company recognizes revenue in accordance with FASB ASC Topic 606, Revenue from Contracts with Customers To determine revenue recognition for arrangements that the Company determines are within the scope of ASC 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 ASC 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 website visitors view or click the published website advertisements. Specific revenue recognition criteria for the advertising revenue stream is as follows: ● Advertising revenues are generated by website visitors viewing or “clicking” on website advertisements utilizing direct-sold campaigns or 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. There are no significant initial costs incurred to obtain contracts with customers, and no contract assets or contract liabilities recorded in our condensed consolidated financial statements. BRIGHT MOUNTAIN MEDIA, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS September 30, 2021 (Unaudited) NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued). Leases The Company records leases in accordance with FASB ASC Topic 842, Leases The Company determines if an arrangement is a lease at inception. Operating lease right-of-use 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 on 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. Use of Estimates The preparation of financial statements in conformity with GAAP requires 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 condensed consolidated financial statements as well as reported amounts of revenue and expenses during the periods presented. Our condensed 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 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 condensed consolidated financial statements include revenue recognition, the fair value of acquired assets for purchase price allocation in business combinations, valuation of goodwill and intangible assets, estimates of amortization period for intangible assets, estimates of depreciation period for fixed assets, 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. Cash and cash equivalents are all maintained in bank accounts in the U.S. and other foreign countries in which the Company operates. Cash maintained in bank accounts outside of the U.S. is not significant. Credit Risk The Company maintains certain of its cash balances in various U.S. banks, which at times, may exceed federally insured limits. The Company has not incurred any losses on these accounts. In addition, the Company maintains various bank accounts in Thailand and Israel, which are not insured. During the periods ended September 30, 2021, September 30, 2020, and the year ended December 31, 2020, we have not incurred material losses on these uninsured accounts. The Company minimizes the concentration of credit risk associated with its cash by maintaining its cash with high quality federally insured financial institutions. The Company performs ongoing evaluations of its trade accounts receivable customers and generally does not require collateral. Fair Value of Financial Instruments and Fair Value Measurements FASB ASC Topic 820, Fair Value Measurement and Disclosures BRIGHT MOUNTAIN MEDIA, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS September 30, 2021 (Unaudited) NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued). 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; and 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 condensed 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, 2021, using significant unobservable inputs (Level 3): Fair Value measurement using Level 3 SCHEDULE OF FAIR VALUE OF LIABILITIES ON RECURRING BASIS Balance at December 31, 2020 $ 16,916,705 Reclassification (1) (464,800 ) Balance at March 31, 2021 $ 16,451,905 Extinguishment (2) (16,451,905 ) Acquisition debt, Wild Sky, related party 17,376,834 Addition: Related party debt (3) 2,285,000 Addition: Related party debt (4) 80,000 Less: debt discount, related party (3,163,451 ) Balance at June 30, 2021 $ 16,578,383 Addition: Related party debt (5) 2,400,000 Decrease: Related party debt discount and amortization (6) (644,951 ) Less: current portion of long-term debt, related party (4,329,200 ) Balance of long-term debt to related parties at September 30, 2021 $ 14,004,232 (1) Related to reclassification of Bright Mountain PPP loan (2) Centre Lane determined to be related party (see note 14) and applying ASC 470 guidance (3) Centre Lane debt financing on May 26, 2021 (4) Note payable to the Company’s Chairman of the Board (5) Incremental related party debt - increased financing and exit fee during Q3 2021 (6) Debt discount and amortization, net during Q3 2021 BRIGHT MOUNTAIN MEDIA, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS September 30, 2021 (Unaudited) NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued). 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. There are no off-balance sheet arrangements as of September 30, 2021. Accounts Receivable Accounts receivable represent receivables from customers in the ordinary course of business. These are recorded at invoice amount on the date revenue is recognized. Receivables are recorded net of the allowance for doubtful accounts in the accompanying condensed consolidated balance sheets. 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 Company is also subject to adjustments from traffic settlements that are deducted from open invoices. The policy for determining past due status is based on the contractual payment terms of each customer, which are generally net 30 or net 60 days. Once collection efforts by the Company and its collection agency are exhausted, the determination for charging off uncollectible receivables is made. As of September 30, 2021 and December 31, 2020, the Company has recorded an allowance for doubtful accounts of $ 505,324 774,826 3,967,899 Property and Equipment Property and equipment are recorded at cost, less accumulated depreciation. Depreciation is computed using the straight-line method based on the estimated useful lives of the related assets. 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 FASB ASC Topic 350-50, Website Development Costs As of September 30, 2021, all website development costs have been expensed. BRIGHT MOUNTAIN MEDIA, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS September 30, 2021 (Unaudited) NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued). Amortization and Impairment of Long-Lived Assets The Company evaluates long-lived assets, including amortizable intangible assets, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Upon such an occurrence, recoverability of assets to be held and used is measured by comparing the carrying amount of an asset to forecasted undiscounted future net cash flows expected to be generated by the asset. If the carrying amount of the asset exceeds its estimated future cash flows, an impairment charge is recognized for the amount by which the carrying amount of the asset exceeds the fair value of the asset. For long-lived assets held for sale, assets are written down to fair value, less cost to sell. Fair value is determined based on discounted cash flows, appraised values or management’s estimates, depending upon the nature of the assets. Stock-Based Compensation The Company accounts for share-based compensation related to instruments issued to employees and non-employees under GAAP, which requires the measurement and recognition compensation costs for all equity-based payment awards based on estimated fair values. 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 estimates the fair value of stock options by using the Black-Scholes option-pricing model. Share-based compensation expense is included in selling, general and administrative expenses on the accompanying condensed consolidated statement of operations. We have elected to account for forfeitures as they occur. 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, 2021 and 2020, advertising, marketing and promotion expense was $ 16,041 12,527 44,743 36,377 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 foreign subsidiaries’ activities the impact of the currency exchange is immaterial for the nine months ended September 30, 2021 and 2020. Income Taxes The Company follows the provisions of FASB ASC Topic 740-10, Income Taxes – Overall As of September 30, 2021, tax years 2017 through 2020 remain open for Internal Revenue Service (“IRS”) audit. The Company has not received any notice of audit or notifications from the IRS for any of the open tax years. BRIGHT MOUNTAIN MEDIA, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS September 30, 2021 (Unaudited) NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued). Concentrations The Company generates revenues from through Ad Exchange Networks and through our Owned and Operated Ad Exchange Network. There was one customer who accounted for approximately 11 % of the revenues for the three months ended September 30, 2021. There was one customer who accounted for approximately 10 % of revenues for the nine months ended September 30, 2021. No other customer was over 10 % of revenues for the nine months ended September 30, 2021. There were no customers who accounted for accounts receivable in excess of 10 % at September 30, 2021. There was one vendor who accounted for approximately 9 % of the accounts payable due at September 30, 2021. There was one large customer who accounted for approximately 19 % of the revenues for the three months ended September 30, 2020. There was another large customer who accounted for approximately 14 % of revenues for the nine months ended September 30, 2020. These two large customers who accounted for accounts receivable of approximately 17 % and 12 14 % of the accounts payable due at September 30, 2020. Credit Risk The Company maintains certain of its cash balances in various U.S. banks, which at times, may exceed federally insured limits. The Company has not incurred any losses on these accounts. In addition, the Company maintains various bank accounts in Thailand, which are not insured. During the three and nine months ended September 30, 2021 and 2020, we have not incurred material losses on these uninsured accounts. The Company minimizes the concentration of credit risk associated with its cash by maintaining its cash with high quality federally insured financial institutions. The Company performs ongoing evaluations of its trade accounts receivable customers and generally does not require collateral. Concentration of Funding Historically, the Company had a large portion of the funding provided through the sale of shares of the Company’s common stock with related warrants; however, during the three and nine months ended September 30, 2021 no funding through the sale of shares occurred. Basic and Diluted Net Earnings (Loss) Per Common Share Earnings (loss) per share is calculated and reported under the “two-class” method. The “two-class” method is an earnings allocation method under which earnings per share is calculated for each class of common stock and participating security considering both dividends declared or accumulated and participation rights in undistributed earnings as if all such earnings had been distributed during the period. The Company has convertible preferred stock which have a right to participate in dividends; these are deemed to be participating securities. During periods of loss, there is no allocation required under the two-class method since the participating securities do not have a contractual obligation to fund the losses of the Company. When applicable, basic earnings (loss) per share is calculated by dividing net income, after deducting dividends on convertible preferred stock and participating securities as well as undistributed earnings allocated to participating securities, by the average number of common shares outstanding during the period. Diluted earnings (loss) per share is calculated in a similar manner after consideration of the potential dilutive effect of common stock equivalents on the average number of common shares outstanding during the period. Common stock equivalents include warrants and stock options. Common stock equivalents are calculated based upon the treasury stock method using an average market price of common shares during the period. Dilution is not considered when a net loss is reported. Common stock equivalents that have an antidilutive effect are excluded from the computation of diluted earnings per share. Segment Information The Company currently operates in one reporting segment. The services segment is focused on producing advertising revenue generated by users “clicking” on website advertisements utilizing several ad network partners, and direct advertisers and subscription revenue generated by the sale of access to career postings on one of our websites; however, the latter is insignificant. BRIGHT MOUNTAIN MEDIA, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS September 30, 2021 (Unaudited) NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued). Recent Accounting Pronouncements In June 2016, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2016-13 (amended by ASU 2019-10), Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, regarding the measurement of credit losses for certain financial instruments, which replaces the incurred loss model with a current expected credit loss (“CECL”) model. The CECL model is based on historical experience, adjusted for current conditions and reasonable and supportable forecasts. The Company is required to adopt the new guidance on January 1, 2023. The Company is currently evaluating the impact this guidance will have on the condensed consolidated financial statements. In January 2017, the FASB issued Accounting Standards Update (“ASU”) No. 2017-04 (amended by ASU 2019-10), Intangibles – Goodwill and other (Topic 350): Simplifying the Test for Goodwill Impairment, which simplifies the test for goodwill impairment by removing the second step of the test. There is a one-step qualitative test and does not amend the optional qualitative assessment of goodwill impairment. The new standard is effective January 1, 2023 and is not expected to have a material impact on the Company’s condensed consolidated financial statements. In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting |
ACQUISITIONS
ACQUISITIONS | 9 Months Ended |
Sep. 30, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | |
ACQUISITIONS | NOTE 4 – ACQUISITIONS Wild Sky Media On June 1, 2020, the Company entered into a membership interest purchase agreement (the “Purchase Agreement”) with Centre Lane Partners Master Credit Fund II, L.P. (“Centre Lane”) to purchase 100 % of the membership interests of CL Media Holdings, LLC (“Wild Sky”). The Company issued 2,500,000 shares of restricted common stock to Centre Lane and Centre Lane issued a first lien senior secured credit facility of $ 16,451,905 (the “Credit Facility”) . Per the credit facility with Center Lane, our loan payments began December 1, 2021. There is no prepayment penalty associated with this credit facility. Certain future capital raises do require partial or full prepayments of the credit facility. BRIGHT MOUNTAIN MEDIA, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS September 30, 2021 (Unaudited) NOTE 4 – ACQUISITIONS (continued). The Purchase Agreement provides for a senior secured five-year loan in the initial principal amount of $ 16,451,905 . Pursuant to the Credit Facility, the loan bears interest at six percent ( 6 %) payment–in-kind interest (“PIK Interest”) which will be added to the outstanding principal balance. The Credit Facility provides for no amortization for the first 18 months and 10% thereafter. Amortization is payable in equal quarterly installments on the principal balance after adding the PIK Interest with a bullet payment due at maturity on June 1, 2025. The loan under the Credit Facility may be prepaid in minimum amounts of $250,000. The loan balance can be prepaid with no penalty. The loan is guaranteed by Bright Mountain and certain of its domestic subsidiaries of which became party to a guarantee agreement dated as of the Effective Date and each domestic subsidiary that, subsequent to the Effective Date, becomes a subsidiary. The Credit Facility contains negative covenants that, subject to certain exceptions, limits the ability of Bright Mountain and its subsidiaries to, among other things, incur debt, engage in new lines of business, incur liens, engage in mergers, consolidations, liquidations and dissolutions, dispose of assets of Bright Mountain and its subsidiaries, make investments, loans, advances, guarantees and acquisitions. Any equity raised up to $ 15,000,000 in the first one-hundred eighty days from the Credit Facility is excluded from the loan balance prepayment requirements. Effective upon the closing of the Purchase Agreement, the Company agreed to pay Spartan Capital Securities LLC (“Spartan Capital”), a broker-dealer and member of FINRA, a finder’s fee in the form of Company common stock. The Company issued Spartan Capital 610,000 shares (valued at $ 908,900 ) in December 2020. 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: SCHEDULE OF PURCHASE PRICE ALLOCATION TO ASSETS ACQUIRED AND LIABILITIES ASSUMED June 1, 2020 Tangible assets acquired Cash & cash equivalents $ 1,651,509 Accounts receivable, net 2,887,282 Prepaid expense 484,885 Fixed assets, net 124,575 Other assets 321,374 Intangible assets acquired: Tradename – Trademarks 2,360,300 IP/Technology 1,412,000 Customer relationships 4,563,000 Less: Liabilities assumed Accounts payable (922,153 ) Accrued expenses (524,188 ) Other current liabilities (235,503 ) Long term loan payable – PPP (1,706,735 ) Less: Deferred tax liability (247,577 ) Net assets acquired 10,168,769 Goodwill 9,973,136 Total purchase price $ 20,141,905 The table below summarizes the value of the total consideration given in the transaction: SCHEDULE OF TOTAL CONSIDERATION TRANSACTION Amount Debt issued $ 16,416,905 Shares issued 3,725,000 Total consideration $ 20,141,905 BRIGHT MOUNTAIN MEDIA, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS September 30, 2021 (Unaudited) |
PREPAID COSTS AND EXPENSES
PREPAID COSTS AND EXPENSES | 9 Months Ended |
Sep. 30, 2021 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
PREPAID COSTS AND EXPENSES | NOTE 5 – PREPAID COSTS AND EXPENSES At September 30, 2021 and December 31, 2020, prepaid expenses and other current assets consisted of the following: SCHEDULE OF PREPAID COSTS AND EXPENSES September 30, 2021 December 31, Prepaid insurance $ - $ 386,206 Prepaid consulting service agreements – Spartan (1) 379,774 379,771 Prepaid expenses – other 202,350 174,237 Prepaid expenses and other current assets $ 582,124 $ 940,214 (1) Spartan Capital is a broker-dealer that has assisted the Company with a range of services including capital raising activities, M&A advisory, and consulting services. The Company has a five-year agreement with Spartan Capital for the provision of such services and any prepayments made under the terms of this agreement starting October 2018 were capitalized and amortized over the remaining life of the agreement. |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 9 Months Ended |
Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE 6 – PROPERTY AND EQUIPMENT At September 30, 2021 and December 31, 2020, property and equipment consisted of the following: SCHEDULE OF PROPERTY AND EQUIPMENT Estimated September 30, 2021 December 31, 2020 Furniture and fixtures 3 5 $ 40,901 $ 80,844 Leasehold improvements 3 - 1,388 Computer equipment 3 198,853 176,641 Total property and equipment 239,754 258,873 Less: accumulated depreciation (169,734 ) (145,623 ) Total property and equipment, net $ 70,020 $ 113,250 Depreciation expense for the three months ended September 30, 2021 and 2020, was $ 11,525 19,437 Depreciation expense for the nine months ended September 30, 2021 and 2020, was $ 46,059 29,616 |
WEBSITE ACQUISITION AND INTANGI
WEBSITE ACQUISITION AND INTANGIBLE ASSETS | 9 Months Ended |
Sep. 30, 2021 | |
Finite-Lived Intangible Assets, Net [Abstract] | |
WEBSITE ACQUISITION AND INTANGIBLE ASSETS | NOTE 7 – WEBSITE ACQUISITION AND INTANGIBLE ASSETS At September 30, 2021 and December 31, 2020, respectively, website acquisitions, net consisted of the following: SCHEDULE OF WEBSITE ACQUISITIONS, NET September 30, 2021 December 31, 2020 Website acquisition assets $ 1,124,846 $ 1,124,846 Less: accumulated amortization (919,650 ) (918,850 ) Less: cumulative impairment loss (200,796 ) (200,396 ) Website Acquisition Assets, net $ 4,400 $ 5,600 At September 30, 2021 and December 31, 2020, respectively, intangible assets, net consisted of the following: SCHEDULE OF INTANGIBLE ASSETS Useful Lives September 30, 2021 December 31, Trade name 5 $ 3,749,600 $ 3,749,600 Customer relationships 5 16,184,000 16,184,000 IP/Technology 5 7,223,000 7,223,000 Non-compete agreements 3 5 1,154,500 1,154,500 Total Intangible Assets $ 28,311,100 $ 28,311,100 Less: accumulated amortization (5,358,053 ) (4,170,454 ) Less: accumulated impairment loss (16,486,929 ) (16,486,929 ) Intangible assets, net $ 6,466,118 $ 7,653,717 Amortization expense for the three months ended September 30, 2021 and 2020 was $ 395,868 1,307,955 1,187,599 3,252,222 During 2020, the finite lived intangible assets associated with Oceanside and MediaHouse were tested for impairment valuation based on indicators of impairment noted by management, including decreased revenues, primarily resulting from the COVID-19 global pandemic when many companies in various industries were forced to restructure their advertising budgets and spending. The fair value of the respective assets was determined based on the projected future cash flows associated with the respective assets. These fair values were compared with the carrying values of the respective assets to determine if an impairment of the respective assets was warranted. It was determined that the carrying values of the finite lived intangible assets associated with Oceanside did not exceed the respective fair values of the assets; therefore no revaluation associated with these assets has been recognized. It was determined that the finite lived intangible assets associated with MediaHouse were deemed impaired based on an analysis of the carrying values and fair values of the assets. In September 2020, the Company recorded an impairment expense of $ 16,486,929 within intangible assets impairment expense on the condensed consolidated statement of operations. BRIGHT MOUNTAIN MEDIA, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS September 30, 2021 (Unaudited) |
GOODWILL
GOODWILL | 9 Months Ended |
Sep. 30, 2021 | |
Goodwill and Intangible Asset Impairment [Abstract] | |
GOODWILL | NOTE 8 – GOODWILL The following table presents changes to goodwill from December 31, 2020 through September 30, 2021: SCHEDULE OF CHANGES GOODWILL Owned & Operated Ad Network Total December 31, 2020 goodwill $ 9,725,559 $ 9,919,909 $ 19,645,468 September 30, 2021 goodwill $ 9,725,559 $ 9,919,909 $ 19,645,468 Goodwill is tested for impairment at least annually and if triggering events are noted prior to the annual assessment. Impairment is deemed to occur when the carrying value of the Goodwill associated with the reporting unit exceeds the implied value of the Goodwill associated with the reporting unit. The year 2020 has been marked by the COVID-19 global pandemic when many companies in various industries were forced to restructure their advertising budgets and spending. This is evidenced by the reduced revenues from our customers in comparison with the 2019 year. The fair value of the respective reporting units was determined based on both the Income Approach (Discount Cash Flows) and the Market Multiples Approach. In September 2020, it was determined that the carrying value of the Goodwill associated with the Owned & Operated reporting unit was not deemed impaired; while recorded goodwill associated with the Ad Network reporting unit exceeded the fair value of the Goodwill and in September 2020, the Company recorded an impairment of $ 42,279,087 . |
ACCRUED EXPENSES
ACCRUED EXPENSES | 9 Months Ended |
Sep. 30, 2021 | |
Payables and Accruals [Abstract] | |
ACCRUED EXPENSES | NOTE 9 – ACCRUED EXPENSES At September 30, 2021 and December 31, 2020, accrued expenses consisted of the following: SCHEDULE OF ACCRUED EXPENSES September 30, 2021 December 31, 2020 (unaudited) Accrued salaries and benefits $ 1,276,679 $ 1,237,909 Accrued dividends 691,848 455,956 Accrued traffic settlement (1) 10,254 10,254 Accrued legal settlement (2) 216,101 117,717 Accrued legal fees 141,233 113,683 Accrued other professional fees 431,200 206,613 Share issuance liability (4) 128,678 515,073 Accrued warrant penalty (3) 366,899 262,912 Other accrued expenses 246,862 44,891 Accrued interest - 581,888 Total accrued expenses $ 3,509,754 $ 3,546,896 (1) The Company negotiates with its publishing partners regarding questionable traffic to arrive at traffic settlements. (2) Accrued legal settlement related to the Encoding legal matter. See Note 11. (3) The Company has sold units of its securities to various investors in several private placements. As part of each private placement, the Company agreed to file a registration statement with the SEC to register the resale of the shares by the respective holder in order to permit the public resale; such filing deadlines ranged from 120 to 270 days following the closing date of the respective placement and the Company was liable to pay a penalty fee for failure to file the resale registration statement within the allotted timeframe. (4) Share issuance liability related to issuance of the Company’s common stock in connection with the Oceanside, MediaHouse and Wild Sky acquisitions and Oceanside employee share issuances. BRIGHT MOUNTAIN MEDIA, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS September 30, 2021 (Unaudited) |
NOTES PAYABLE
NOTES PAYABLE | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE | NOTE 10 – NOTES PAYABLE Long-term debt to related parties Centre Lane Partners Master Credit Fund II, L.P. (“Center Lane Partners”), who sold the Company the Wild Sky business in June 2020 has partnered and assisted the Company from a liquidity perspective starting in April 2021. This relationship has been determined to qualify as a related party. A related party is a party that can exercise significant influence over the Company in making financial and/or operating decisions. Effective June 1, 2020, the Company entered into a membership interest purchase agreement to acquire 100 % of Wild Sky (the “Purchase Agreement”). The seller issued a first lien senior secured credit facility totaling $ 16,451,905 , which consisted of $ 15,000,000 of initial indebtedness, repayment of Wild Sky’s existing accounts receivable factoring facility of approximately $ 900,000 and approximately $ 500,000 of expenses. The note bears interest at a rate of 6.0 % per annum. Per the credit facility with the seller, our loan payments begin December 1, 2021. There is no prepayment penalty associated with this credit facility. Certain future capital raises do require partial or full prepayments of the credit facility. The membership interest purchase included a requirement that the opinion of the financial statements as of and for the year ended December 31, 2020 not include a “going concern opinion.” The Company defaulted on this requirement and on April 26, 2021, the Company obtained a waiver of this requirement from the lender. On April 26, 2021, the Company and certain of its subsidiaries entered into a First Amendment to Amended and Restated Senior Secured Credit Agreement (the “First Amendment”). The Company and its subsidiaries are parties to a credit agreement between itself and Centre Lane Partners as Administrative Agent and Collateral Agent dated June 5, 2020 (the “Credit Agreement”). The Credit Agreement was amended to permit the Company to raise up to $ 6,000,000 10.00 6.00 800,000 500,000 150,000 On May 26, 2021, the Company and certain of its subsidiaries entered into a Second amendment to the Amended and Restated Senior Secured Credit Agreement between itself and Centre Lane Partners (“the Second Amendment”). The Company and its subsidiaries are parties to a credit agreement between itself and Centre Lane Partners as Administrative Agent and Collateral Agent dated June 5, 2020, as amended the Credit Agreement. The Credit Agreement was amended to provide for an additional loan amount of $ 1.5 0.750 3.0 On August 12, 2021, the Company and certain of its subsidiaries entered into a Third amendment to the Amended and Restated Senior Secured Credit Agreement between itself and Centre Lane Partners (“the Third Amendment”). The Company and its subsidiaries are parties to a credit agreement between itself and Centre Lane Partners as Administrative Agent and Collateral Agent dated June 5, 2020, as amended the Credit Agreement. The Credit Agreement was amended to provide for an additional loan amount of $ 0.5 0.250 2.0 On August 31, 2021, the Company and certain of its subsidiaries entered into a Fourth amendment to the Amended and Restated Senior Secured Credit Agreement between itself and Centre Lane Partners (“the Fourth Amendment”). The Company and its subsidiaries are parties to a credit agreement between itself and Centre Lane Partners as Administrative Agent and Collateral Agent dated June 5, 2020, as amended the Credit Agreement. The Credit Agreement was amended to provide for an additional loan amount of $ 1.1 0.550 As part of these transactions and given that Centre Lane was determined to be a related party, an independent fair value analysis was performed by the Company and all related transactions were recorded accordingly. As of the First Amendment dated April 26, 2021, the Company evaluated the debt for extinguishment or debt modification under FASB ASC Topic 470-50, Debt – Modifications and Extinguishments 2,363,986 and is amortized over the remaining life of the loan and is included in interest expense – related party on the accompanying condensed consolidated statement of operations or until the next debt modification or extinguishment is determined. For the Second Amendment, which occurred on May 26, 2021, the Company determined it was a debt modification. The Second Amendment provided the Company with debt financing of $ 1,500,000 , an Exit fee of $ 750,000 , and issuance of 3,000,000 shares of common stock issued to Centre Lane. The debt discount determined for the Second Amendment totaled $ 904,637 . For the Third Amendment, which occurred on August 12, 2021, the Company determined it was a debt modification. The Third Amendment provided the Company with debt financing of $ 500,000 , an Exit fee of $ 250,000 , and issuance of 2,000,000 shares of common stock issued to Centre Lane. The debt discount determined for the Third Amendment totaled $ 322,529 . For the Fourth Amendment, which occurred on August 31, 2021, the Company determined it was a debt modification. The Fourth Amendment provided the Company with debt financing of $ 1,100,000 , an Exit fee of $ 550,000 , and there was no common share issuance as part of this amendment. The debt discount determined for the Fourth Amendment totaled $ 560,783 . The accumulated gross debt discount as of September 30, 2021 totaled $ 3,778,602 720,575 0 1,217,167 0 BRIGHT MOUNTAIN MEDIA, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS September 30, 2021 (Unaudited) NOTE 10 – NOTES PAYABLE (continued). On July 31, 2019, the Company executed a Share Exchange Agreement and Plan of Merger (the “Oceanside Merger Agreement”) with Slutzky & Winshman Ltd., an Israeli company (“Oceanside”) and the shareholders of Oceanside (the “Oceanside Shareholders”). The merger closed on August 15, 2019, and the Company acquired all of the outstanding shares of S&W. Pursuant to the terms of the Merger Agreement, the Company issued 12,513,227 shares valued at $ 20,021,163 to owners and employees of Oceanside and contingent consideration of $ 750,000 paid through the delivery of unsecured, interest free, one and two-year promissory notes (the “Closing Notes”). At the time of the acquisition and under ASC 805, these Closing Notes were recorded ratably as compensation expense into the statement of operations over the 24-month term and an accrued payable is being recognized over the same period. As of August 15, 2020, the Company did not make payment on the one year closing note and thereby defaulted on its obligation and the two-year closing note accelerated to become payable as of August 15, 2020. Upon default, the closing notes accrue interest at a 1.5 % per month rate, or 18 % annual rate. As a result, there was a total charge of $ 300,672 recorded during the third quarter of 2020 which was $ 250,000 of compensation expense and $ 50,672 of interest expense-related party. The total $ 750,000 liability is recorded in accrued expenses. Interest expense for note payable to related party for the three months ended September 30, 2021 and 2020 was $ 34,027 and $ 0 , respectively. Interest expense for note payable to related party for the nine months ended September 30, 2021 and 2020 was $ 100,973 and $ 0 , respectively. During November 2018, the Company issued 10% convertible promissory notes in the amount of $ 80,000 to a related party, the Chairman of the Board. 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 29,800 40,272 50,200 39,728 Interest expense for note payable to related party was $ 2,045 3,529 6,068 6,091 10,472 10,510 Long-term debt On February 17, 2021, under the Paycheck Protection Program (“PPP”) established by the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act, administered by the Small Business Administration (“SBA”), the Company entered into a promissory note of $ 295,600 two 1.0 On March 23, 2021, under the Paycheck Protection Program (“PPP”) established by the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act, administered by the Small Business Administration (“SBA”), the Company’s Wild Sky subsidiary entered into a promissory note of $ 841,540 two 1.0 BRIGHT MOUNTAIN MEDIA, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS September 30, 2021 (Unaudited) NOTE 10 – NOTES PAYABLE (continued). On April 24, 2020, under the Paycheck Protection Program (“PPP”) established by the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act, administered by the Small Business Administration (“SBA”), the Company entered into a promissory note of $ 464,800 two 1.0 Effective June 1, 2020, the Company acquired Wild Sky and assumed the $ 1,706,735 two 1.0 At September 30, 2021 and December 31, 2020, a summary of the Company’s debt is as follows: SCHEDULE OF LONG-TERM DEBT September 30, 2021 December 31, 2020 Non-interest bearing BMLLC acquisition debt $ 385,000 $ 385,000 PPP loans 1,137,140 2,171,534 Wild Sky acquisition debt 17,376,834 16,451,906 Centre Lane debt 4,685,000 - Note payable debt to the Company’s Chairman of the Board 80,000 80,000 Total Debt 23,663,974 19,088,440 Less: debt discount, related party (3,808,402 ) (40,272 ) Less: current portion of long-term debt (1,522,140 ) (2,091,735 ) Less: current portion of long-term debt, related party (4,329,200 ) - Long term debt to related parties, net and long term debt $ 14,004,232 $ 16,956,433 The minimum annual principal payments of notes payable at September 30, 2021 were: SCHEDULE OF MATURITIES OF LONG-TERM OBLIGATION For the Twelve Months Ending: 2021 (remainder of the year) $ 3,849,948 2022 2,703,666 2023 2,381,281 2024 1,859,232 2025 12,869,847 Total $ 23,663,974 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. 380,398 194,592 Total Premium Finance Loan Payable balance for the Company’s policies was $ 0 339,890 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2021 | |
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 7,260 3 18,100 BRIGHT MOUNTAIN MEDIA, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS September 30, 2021 (Unaudited) NOTE 11 – COMMITMENTS AND CONTINGENCIES (continued). The right-of-use asset and lease liability is as follows as of September 30, 2021 and December 31, 2020: SCHEDULE OF RIGHT OF USE ASSET AND LEASE LIABILITY September 30, 2021 December 31, 2020 Assets Operating lease right of use asset $ - $ 72,598 Liabilities Operating lease liability $ - $ 72,727 The Company had one lease for office space which expired in October 2021. The Company currently utilizes this office space under a month-to-month agreement with the intention of signing a new lease agreement. 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 and nine months ended September 30, 2021. The following summarizes additional information related to the operating lease: SCHEDULE OF ADDITIONAL INFORMATION RELATED TO OPERATING LEASE September 30, 2021 Weighted-average remaining lease term 0.58 Weighted-average discount rate 5.50 % For the three months ended September 30, 2021 and 2020, rent expense was $ 60,616 192,717 162,636 415,271 BRIGHT MOUNTAIN MEDIA, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS September 30, 2021 (Unaudited) NOTE 11 – COMMITMENTS AND CONTINGENCIES (continued). Legal From time-to-time, the Company 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, the Company currently believes that the final outcome of these ordinary course matters will not have a material adverse effect on our business. In 2020, Synacor, Inc. commenced an action against MediaHouse, LLC, Inform, Inc. and the Company, alleging approximately $ 230,000 A former employee of the Company filed a suit against the Company MediaHouse, Inc., and Gregory A. Peters, a former Executive, (the “Defendants”) alleging two counts of defamation. Any potential losses associated with this matter cannot be estimated at this time. Encoding.com, Inc. (“Encoding”) was a former digital media customer of MediaHouse. Encoding had a long overdue outstanding receivable from MediaHouse’s predecessor company, Inform, Inc. MediaHouse did not assume the liability at acquisition. In 2020, the Company and Encoding agreed to settle the overdue receivable through the issuance of 175,000 1.00 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. For further updates on legal matters, please see Note 16, Subsequent Events. BRIGHT MOUNTAIN MEDIA, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS September 30, 2021 (Unaudited) |
PREFERRED STOCK
PREFERRED STOCK | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
PREFERRED STOCK | NOTE 12 – PREFERRED STOCK On August 31, 2021, W. Kip Speyer, the Company’s CEO, at that time, gave notice that all of his held preferred stock was converted in accordance with the original terms. Accordingly, 7,919,017 691,848 The Company has authorized 20,000,000 0.01 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 B Convertible Preferred Stock (“Series B Stock”), 10% Series C Convertible Preferred Stock (“Series C Stock”), 10% Series D Convertible Preferred Stock (“Series D Stock”) and 10% Series E Convertible Preferred Stock (“Series E Stock”) On November 5, 2018, the Company filed Articles of Amendment to Amended and Restated Articles of Incorporation, as amended, which: ● returned 1,000,000 2,000,000 2,000,000 ● created three new series of preferred stock, 12% Series F-1 Convertible Preferred Stock (“Series F-1”) consisting of 2,177,233 1,408,867 757,917 The designations, rights and preferences of the Series F-1, Series F-2 and Series F-3 are identical, other than the dividend rate, liquidation preference and date of automatic conversion into shares of our common stock. The Series F-1 pays dividends at the rate of 12 6 10 ● the shares have no voting rights, except as may be provided under Florida law; ● the shares pay cash dividends subject to the provisions of Florida law at the dividend rates set forth above, payable monthly in arrears; ● the shares are convertible at any time at the option of the holder into shares of our common stock on a 1:1 basis. The conversion ratio is proportionally adjusted in the event of stock splits, recapitalization or similar corporate events. Any shares not previously converted will automatically convert into shares of our common stock on the dates set forth above; ● the shares rank junior to our 10% Series A Convertible Preferred Stock and our 10% Series E Convertible Preferred Stock; ● in the event of a liquidation or winding up of the Company, the shares have a liquidation preference of $ 0.50 0.50 0.40 ● the shares are not redeemable by the Company. On July 18, 2019, the Company filed Articles of Amendment to Amended and Restated Articles of Incorporation, as amended, which: ● Approved designation of 2,000,000 ● Dividends on the Series A-1 Preferred stock are cumulative and payable in cash; ● Dividends shall be payable monthly in arrears within fifteen (15) days after the end of the month. At both September 30, 2021 and December 31, 2020, there were 1,200,000 2,500,000 4,344,017 no Other designations, rights and preferences of each of series of preferred stock are identical, including (i) shares do not have voting rights, except as may be permitted under Florida law, (ii) are convertible into shares of our common stock at the holder’s option on a one for one basis, (iii) are entitled to a liquidation preference equal to a return of the capital invested, and (iv) each share will automatically convert into shares of common stock five years from the date of issuance or upon a change in control. Both the voluntary and automatic conversion formulas are subject to proportional adjustment in the event of stock splits, stock dividends and similar corporate events. Dividends paid for Series A-1, E and F Convertible Preferred Stock paid were $ 0 180,122 2,522 235,129 Total preferred stock dividend accrued amounted to $ 691,848 363,460 BRIGHT MOUNTAIN MEDIA, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS September 30, 2021 (Unaudited) |
COMMON STOCK
COMMON STOCK | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
COMMON STOCK | NOTE 13 – COMMON STOCK A) Stock issued for Cash During the nine months ended September 30, 2021, the Company did not sell any of its securities through a private placement. During the nine months ended September 30, 2020, the Company sold an aggregate of 10,398,700 167 5,199,350 0.50 five one 0.75 779,903 165,000 275,000 401,750 3,577,697 1,039,870 B) Stock issued for services During the nine months ended September 30, 2021, the Company issued 16,052,966 SCHEDULE OF COMMON SHARES ISSUED DURING THE PERIOD Shares (#) Value Shares issued to Centre Lane related to debt financing 5,150,000 $ 2,558,802 Options exercised by employees 100,000 13,900 Warrants exercised 25,000 10,000 Shares issued to Oceanside employees per the acquisition agreement valued at $ 1.60 379,266 606,826 Total 5,654,266 $ 3,189,528 During the three months ended September 30, 2020, the Company did not issue any shares of common stock for services. During the nine months ended September 30, 2020, the Company issued 1,370,000 1) In February 2020, the Company issued 650,000 1.60 1,040,000 2) In February 2020, the Company issued 660,000 1.64 1,082,400 3) In March 2020, the Company issued 60,000 1.50 90,000 C) Stock issued for acquisitions During the three and nine months ended September 30, 2021, the Company did not make any acquisitions. On June 1, 2020, the Company entered into a membership interest purchase agreement (the “Purchase Agreement”) with Centre Lane Partners Master Credit Fund II, L.P. (“Centre Lane”) to purchase 100 2,500,000 16,451,905 3,725,000 1.49 D) Stock issued for deemed dividend On September 22, 2021, the Company entered into a share issuance settlement with Spartan Capital Securities, LLC (“Spartan”). Under the terms of the agreement, the Company agreed to issue a total of 10,398,700 BRIGHT MOUNTAIN MEDIA, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS September 30, 2021 (Unaudited) NOTE 13 – COMMON STOCK (continued). Stock Option Compensation The Company accounts for stock option compensation issued to employees for services in accordance with FASB ASC Topic 718, Compensation – Stock Compensation Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. 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 Topic 505, Equity On April 20, 2011, the Company’s board of directors and majority stockholder adopted the 2011 Stock Option Plan (the “2011 Plan”), to be effective on January 3, 2011. The Company has reserved for issuance an aggregate of 900,000 180,000 900,000 337,000 697,000 467,000 567,000 On May 22, 2015, the Company’s board of directors and majority stockholder adopted the 2015 Stock Option Plan (the “2015 Plan”), to be effective on May 22, 2015. The Company has reserved for issuance an aggregate of 1,000,000 859,000 On November 7, 2019, the Company’s board of directors and majority stockholder adopted the 2019 Stock Option Plan (the “2019 Plan”), to be effective on November 7, 2019. The Company has reserved for issuance an aggregate of 5,000,000 4,761,773 The purpose of the 2011 Plan, 2013 Plan, 2015 Plan, and 2019 Plan (the “Plans” are to provide an incentive to attract and retain directors, officers, consultants, advisors and employees whose services are considered valuable, to encourage a sense of proprietorship and to stimulate an active interest of such persons into our development and financial success. Under the 2015 Plan, the Company is authorized to issue incentive stock options intended to qualify under Section 422 of the Code, non-qualified stock options, stock appreciation rights, performance shares, restricted stock and long-term incentive awards. The Company’s board of directors will administer the 2011 Plan until such time as such authority has been delegated to a committee of the board of directors. The material terms of each option granted pursuant to the 2011 Plan by the Company shall contain the following terms: (i) that the purchase price of each share purchasable under an incentive option shall be determined by the Committee at the time of grant, (ii) the term of each option shall be fixed by the Committee, but no option shall be exercisable more than 10 years after the date such option is granted and (iii) in the absence of any option vesting periods designated by the Committee at the time of grant, options shall vest and become exercisable in terms and conditions, consistent with the Plan, as may be determined by the Committee and specified in the Grant Instrument. The Company estimates the fair value of share-based compensation utilizing the Black-Scholes option pricing model, which is dependent upon several variables such as the expected option term, expected volatility of our stock price over the expected option term, expected risk-free interest rate over the expected option term, expected dividend yield rate over the expected option term, and an estimate of expected forfeiture rates. The Company believes this valuation methodology is appropriate for estimating the fair value of stock options granted to employees and directors, which is subject to ASC 718 requirements. These amounts are estimates and thus may not be reflective of actual future results, nor amounts ultimately realized by recipients of these grants. The Company recognizes share-based compensation expense on a straight- line basis over the requisite service period for each award. The expected life is computed using the simplified method, which is the average of the vesting term and the contractual term. The expected volatility is based on an average of similar public company’s historical volatility. The risk-free interest rate is based on the U.S. Treasury yields with terms equivalent to the expected term of the related option at the time of the grant. Dividend yield is based on historical trends. While the Company believes these estimates are reasonable, the compensation expense recorded would increase if the expected life was increased, a higher expected volatility was used, or if the expected dividend yield increased. The Company recorded $ 100,224 51,011 The Company recorded $ 398,614 129,105 30, 2021 and 2020, respectively. As of September 30, 2021, there were total unrecognized compensation costs related to non-vested share-based compensation arrangements of $ 159,830 A summary of the Company’s stock option activity during the nine months ended September 30, 2021 is presented below: SCHEDULE OF STOCK OPTION ACTIVITY BRIGHT MOUNTAIN MEDIA, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS September 30, 2021 (Unaudited) NOTE 13 – COMMON STOCK (continued). Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value Balance Outstanding, December 31, 2020 1,375,227 $ 0.76 4.1 $ 3,201,237 Granted 150,000 0.33 9.3 — Exercised (100,000 ) — — — Forfeited (200,000 ) — — — Expired (310,000 ) — — — Balance Outstanding, September 30, 2021 915,227 $ 0.54 6.7 $ — Exercisable at September 30, 2021 703,432 $ 0.73 3.7 $ — Summarized information with respect to options outstanding under the option plans at September 30, 2021 is as follows: SCHEDULE OF OPTIONS OUTSTANDING UNDER OPTION PLANS 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 - $ 0.00 - - $ 0.00 $ 0.25 0.49 126,000 0.28 1.0 126,000 0.28 $ 0.50 0.85 501,000 0.69 3.7 501,000 0.69 $ 0.86 1.75 188,227 1.53 10.8 51,432 1.63 $ 1.76 2.10 100,000 2.10 8.8 25,000 2.00 $ 2.11 3.05 - - 9.3 - - Total 915,227 $ 0.96 5.4 703,432 $ 0.73 |
RELATED PARTIES
RELATED PARTIES | 9 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
RELATED PARTIES | NOTE 14 – RELATED PARTIES Centre Lane Partners Master Credit Fund II, L.P. (“Center Lane Partners”), who sold the Company the Wild Sky business in June 2020 (see Note 4) has partnered and assisted the Company from a liquidity perspective during 2021. This relationship has been determined to qualify as a related party. A related party is a party that can exercise significant influence over the Company in making financial and/or operating decisions. On April 26, 2021, the Company and certain of its subsidiaries entered into a First Amendment to Amended and Restated Senior Secured Credit Agreement (the “First Amendment”). The Company and its subsidiaries are parties to a credit agreement between itself and Centre Lane Partners as Administrative Agent and Collateral Agent dated June 5, 2020 (the “Credit Agreement”). The Credit Agreement was amended to permit the Company to raise up to $ 6,000,000 10.00 6.00 800,000 500,000 150,000 BRIGHT MOUNTAIN MEDIA, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS September 30, 2021 (Unaudited) NOTE 14 – RELATED PARTIES (continued). On May 26, 2021, the Company and certain of its subsidiaries entered into a Second Amendment to the Amended and Restated Senior Secured Credit Agreement between itself and Centre Lane Partners (the “Second Amendment”). The Company and its subsidiaries are parties to a credit agreement between itself and Centre Lane Partners as Administrative Agent and Collateral Agent dated June 5, 2020, as amended the Credit Agreement. The Credit Agreement was amended to provide for an additional loan amount of $ 1.5 0.750 3.0 As part of these transactions and given that Centre Lane was determined to be a related party, an independent fair value analysis was performed by the Company and all related transactions were recorded accordingly. As of the First Amendment dated April 26, 2021, the Company evaluated the debt for extinguishment or debt modification under FASB ASC Topic 470-50, Debt – Modifications and Extinguishments 2,363,986 and is amortized over the remaining life of the loan and is included in interest expense – related party on the accompanying condensed consolidated statement of operations or until the next debt modification or extinguishment is determined. For the Second Amendment, which occurred on May 26, 2021, the Company determined it was a debt modification. The Second Amendment provided the Company with debt financing of $ 1,500,000 , an Exit fee of $ 750,000 , and issuance of 3,000,000 shares of common stock issued to Centre Lane. The debt discount determined for the Second Amendment totaled $ 904,637 . For the Third Amendment, which occurred on August 12, 2021, the Company determined it was a debt modification. The Third Amendment provided the Company with debt financing of $ 500,000 , an Exit fee of $ 250,000 , and issuance of 2,000,000 shares of common stock issued to Centre Lane. The debt discount determined for the Third Amendment totaled $ 322,529 . For the Fourth Amendment, which occurred on August 31, 2021, the Company determined it was a debt modification. The Fourth Amendment provided the Company with debt financing of $ 1,100,000 , an Exit fee of $ 550,000 , and there was no common share issuance as part of this amendment. The debt discount determined for the Fourth Amendment totaled $ 560,783 . The accumulated gross debt discount as of September 30, 2021 totaled $ 3,778,602 720,575 0 1,081,478 0 The total related party debt owed to Centre Lane Partners was $ 18,283,232 16,451,905 3,778,602 0 During November 2018, Mr. W. Kip Speyer, the Company’s Chairman of the Board, entered into two convertible note agreements with the company totaling $ 80,000 0.40 50,200 39,728 29,800 40,272 During the three months ended September 30, 2021 and 2020, we paid cash dividends on the outstanding shares of the Company’s Series E and F Preferred Stock of $ 0 180,122 2,522 235,129 The unsecured and interest free Closing Notes of $ 750,000 the Closing Notes accrue interest at a 1.5% per month rate, or 18% annual rate 300,672 250,000 50,672 34,027 100,973 |
INCOME TAXES
INCOME TAXES | 9 Months Ended |
Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 15 – INCOME TAXES The Company recorded $ 0 At September 30, 2021 and December 31, 2020, the Company had no BRIGHT MOUNTAIN MEDIA, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS September 30, 2021 (Unaudited) |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 16 – SUBSEQUENT EVENTS Between October 8, 2021 and March 25, 2022, the Company and certain of its subsidiaries entered into seven amendments to the Amended and Restated Senior Secured Credit Agreement between itself and Centre Lane Partners Master Credit Fund II, L.P. (“Centre Lane Partners”). The Company and its subsidiaries are parties to a credit agreement between itself and Centre Lane Partners as Administrative Agent and Collateral Agent dated June 5, 2020, as amended (the “Credit Agreement”). The Credit Agreement was amended to provide for an additional loan amount of $ 3.425 million, in the aggregate. This term loan matures on June 30, 2023 . In addition, and as part of the transaction, there is an Exit Fee (“the Exit Fee”) totaling $ 2.065 million which will be added and capitalized to the principal amount of the original loan and the original loan terms apply. In addition, the Company has issued 7.5 million common shares to Centre Lane Partners as part of these transactions. Effective December 1, 2021, the Board of Directors of the Company appointed Mr. Matthew Drinkwater as its new Chief Executive Officer (CEO). Mr. Drinkwater joins the Company with an extensive track record of adding value to the companies he has worked for over his professional career in several key senior executive and sales roles at companies such as Buzzfeed, Twitter, Groupon Inc., Yahoo and America Online (AOL). Mr. W. Kip Speyer will remain with the Company in his role of Chairman of the Board and transition his CEO role to Mr. Drinkwater. On December 3, 2021, the Company received formal notification that an event of default had occurred under the Closing Notes as part of the Oceanside acquisition that was later followed up with a notice of summons in a civil action on December 28, 2021 by the Oceanside selling shareholders. The parties are engaged in settlement discussions. No assurances can be made of the final resolution. During January 2022, the Company entered into a settlement agreement related to the legal proceeding with Synacor referenced in Note 11. The agreement obligates the Company to pay $ 12,000 40,000 160,000 On January 14, 2022, the Board of Directors nominated and elected Mr. Matthew Drinkwater, the Company’s Chief Executive Officer to the Board of Directors of the Company. In February 2022, the Russian Federation and Belarus commenced military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy are not determinable as of the date of these financial statements. The specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
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, 2021 and 2020 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 Securities Act of 1933. 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 or any future periods. The condensed consolidated balance sheet information as of December 31, 2020 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, 2020, as filed with the SEC on December 23, 2021. The interim condensed consolidated financial statements should be read in conjunction with that report. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue in accordance with FASB ASC Topic 606, Revenue from Contracts with Customers To determine revenue recognition for arrangements that the Company determines are within the scope of ASC 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 ASC 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 website visitors view or click the published website advertisements. Specific revenue recognition criteria for the advertising revenue stream is as follows: ● Advertising revenues are generated by website visitors viewing or “clicking” on website advertisements utilizing direct-sold campaigns or 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. There are no significant initial costs incurred to obtain contracts with customers, and no contract assets or contract liabilities recorded in our condensed consolidated financial statements. BRIGHT MOUNTAIN MEDIA, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS September 30, 2021 (Unaudited) NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued). |
Leases | Leases The Company records leases in accordance with FASB ASC Topic 842, Leases The Company determines if an arrangement is a lease at inception. Operating lease right-of-use 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 on 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. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires 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 condensed consolidated financial statements as well as reported amounts of revenue and expenses during the periods presented. Our condensed 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 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 condensed consolidated financial statements include revenue recognition, the fair value of acquired assets for purchase price allocation in business combinations, valuation of goodwill and intangible assets, estimates of amortization period for intangible assets, estimates of depreciation period for fixed assets, 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. Cash and cash equivalents are all maintained in bank accounts in the U.S. and other foreign countries in which the Company operates. Cash maintained in bank accounts outside of the U.S. is not significant. |
Credit Risk | Credit Risk The Company maintains certain of its cash balances in various U.S. banks, which at times, may exceed federally insured limits. The Company has not incurred any losses on these accounts. In addition, the Company maintains various bank accounts in Thailand and Israel, which are not insured. During the periods ended September 30, 2021, September 30, 2020, and the year ended December 31, 2020, we have not incurred material losses on these uninsured accounts. The Company minimizes the concentration of credit risk associated with its cash by maintaining its cash with high quality federally insured financial institutions. The Company performs ongoing evaluations of its trade accounts receivable customers and generally does not require collateral. |
Fair Value of Financial Instruments and Fair Value Measurements | Fair Value of Financial Instruments and Fair Value Measurements FASB ASC Topic 820, Fair Value Measurement and Disclosures BRIGHT MOUNTAIN MEDIA, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS September 30, 2021 (Unaudited) NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued). 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; and 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 condensed 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, 2021, using significant unobservable inputs (Level 3): Fair Value measurement using Level 3 SCHEDULE OF FAIR VALUE OF LIABILITIES ON RECURRING BASIS Balance at December 31, 2020 $ 16,916,705 Reclassification (1) (464,800 ) Balance at March 31, 2021 $ 16,451,905 Extinguishment (2) (16,451,905 ) Acquisition debt, Wild Sky, related party 17,376,834 Addition: Related party debt (3) 2,285,000 Addition: Related party debt (4) 80,000 Less: debt discount, related party (3,163,451 ) Balance at June 30, 2021 $ 16,578,383 Addition: Related party debt (5) 2,400,000 Decrease: Related party debt discount and amortization (6) (644,951 ) Less: current portion of long-term debt, related party (4,329,200 ) Balance of long-term debt to related parties at September 30, 2021 $ 14,004,232 (1) Related to reclassification of Bright Mountain PPP loan (2) Centre Lane determined to be related party (see note 14) and applying ASC 470 guidance (3) Centre Lane debt financing on May 26, 2021 (4) Note payable to the Company’s Chairman of the Board (5) Incremental related party debt - increased financing and exit fee during Q3 2021 (6) Debt discount and amortization, net during Q3 2021 BRIGHT MOUNTAIN MEDIA, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS September 30, 2021 (Unaudited) NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued). |
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. There are no off-balance sheet arrangements as of September 30, 2021. |
Accounts Receivable | Accounts Receivable Accounts receivable represent receivables from customers in the ordinary course of business. These are recorded at invoice amount on the date revenue is recognized. Receivables are recorded net of the allowance for doubtful accounts in the accompanying condensed consolidated balance sheets. 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 Company is also subject to adjustments from traffic settlements that are deducted from open invoices. The policy for determining past due status is based on the contractual payment terms of each customer, which are generally net 30 or net 60 days. Once collection efforts by the Company and its collection agency are exhausted, the determination for charging off uncollectible receivables is made. As of September 30, 2021 and December 31, 2020, the Company has recorded an allowance for doubtful accounts of $ 505,324 774,826 3,967,899 |
Property and Equipment | Property and Equipment Property and equipment are recorded at cost, less accumulated depreciation. Depreciation is computed using the straight-line method based on the estimated useful lives of the related assets. 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 FASB ASC Topic 350-50, Website Development Costs As of September 30, 2021, all website development costs have been expensed. BRIGHT MOUNTAIN MEDIA, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS September 30, 2021 (Unaudited) NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued). |
Amortization and Impairment of Long-Lived Assets | Amortization and Impairment of Long-Lived Assets The Company evaluates long-lived assets, including amortizable intangible assets, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Upon such an occurrence, recoverability of assets to be held and used is measured by comparing the carrying amount of an asset to forecasted undiscounted future net cash flows expected to be generated by the asset. If the carrying amount of the asset exceeds its estimated future cash flows, an impairment charge is recognized for the amount by which the carrying amount of the asset exceeds the fair value of the asset. For long-lived assets held for sale, assets are written down to fair value, less cost to sell. Fair value is determined based on discounted cash flows, appraised values or management’s estimates, depending upon the nature of the assets. |
Stock-Based Compensation | Stock-Based Compensation The Company accounts for share-based compensation related to instruments issued to employees and non-employees under GAAP, which requires the measurement and recognition compensation costs for all equity-based payment awards based on estimated fair values. 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 estimates the fair value of stock options by using the Black-Scholes option-pricing model. Share-based compensation expense is included in selling, general and administrative expenses on the accompanying condensed consolidated statement of operations. We have elected to account for forfeitures as they occur. |
Advertising, Marketing and Promotion Costs | 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, 2021 and 2020, advertising, marketing and promotion expense was $ 16,041 12,527 44,743 36,377 |
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 foreign subsidiaries’ activities the impact of the currency exchange is immaterial for the nine months ended September 30, 2021 and 2020. |
Income Taxes | Income Taxes The Company follows the provisions of FASB ASC Topic 740-10, Income Taxes – Overall As of September 30, 2021, tax years 2017 through 2020 remain open for Internal Revenue Service (“IRS”) audit. The Company has not received any notice of audit or notifications from the IRS for any of the open tax years. BRIGHT MOUNTAIN MEDIA, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS September 30, 2021 (Unaudited) NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued). |
Concentrations | Concentrations The Company generates revenues from through Ad Exchange Networks and through our Owned and Operated Ad Exchange Network. There was one customer who accounted for approximately 11 % of the revenues for the three months ended September 30, 2021. There was one customer who accounted for approximately 10 % of revenues for the nine months ended September 30, 2021. No other customer was over 10 % of revenues for the nine months ended September 30, 2021. There were no customers who accounted for accounts receivable in excess of 10 % at September 30, 2021. There was one vendor who accounted for approximately 9 % of the accounts payable due at September 30, 2021. There was one large customer who accounted for approximately 19 % of the revenues for the three months ended September 30, 2020. There was another large customer who accounted for approximately 14 % of revenues for the nine months ended September 30, 2020. These two large customers who accounted for accounts receivable of approximately 17 % and 12 14 % of the accounts payable due at September 30, 2020. |
Credit Risk | Credit Risk The Company maintains certain of its cash balances in various U.S. banks, which at times, may exceed federally insured limits. The Company has not incurred any losses on these accounts. In addition, the Company maintains various bank accounts in Thailand, which are not insured. During the three and nine months ended September 30, 2021 and 2020, we have not incurred material losses on these uninsured accounts. The Company minimizes the concentration of credit risk associated with its cash by maintaining its cash with high quality federally insured financial institutions. The Company performs ongoing evaluations of its trade accounts receivable customers and generally does not require collateral. |
Concentration of Funding | Concentration of Funding Historically, the Company had a large portion of the funding provided through the sale of shares of the Company’s common stock with related warrants; however, during the three and nine months ended September 30, 2021 no funding through the sale of shares occurred. |
Basic and Diluted Net Earnings (Loss) Per Common Share | Basic and Diluted Net Earnings (Loss) Per Common Share Earnings (loss) per share is calculated and reported under the “two-class” method. The “two-class” method is an earnings allocation method under which earnings per share is calculated for each class of common stock and participating security considering both dividends declared or accumulated and participation rights in undistributed earnings as if all such earnings had been distributed during the period. The Company has convertible preferred stock which have a right to participate in dividends; these are deemed to be participating securities. During periods of loss, there is no allocation required under the two-class method since the participating securities do not have a contractual obligation to fund the losses of the Company. When applicable, basic earnings (loss) per share is calculated by dividing net income, after deducting dividends on convertible preferred stock and participating securities as well as undistributed earnings allocated to participating securities, by the average number of common shares outstanding during the period. Diluted earnings (loss) per share is calculated in a similar manner after consideration of the potential dilutive effect of common stock equivalents on the average number of common shares outstanding during the period. Common stock equivalents include warrants and stock options. Common stock equivalents are calculated based upon the treasury stock method using an average market price of common shares during the period. Dilution is not considered when a net loss is reported. Common stock equivalents that have an antidilutive effect are excluded from the computation of diluted earnings per share. |
Segment Information | Segment Information The Company currently operates in one reporting segment. The services segment is focused on producing advertising revenue generated by users “clicking” on website advertisements utilizing several ad network partners, and direct advertisers and subscription revenue generated by the sale of access to career postings on one of our websites; however, the latter is insignificant. BRIGHT MOUNTAIN MEDIA, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS September 30, 2021 (Unaudited) NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued). |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In June 2016, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2016-13 (amended by ASU 2019-10), Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, regarding the measurement of credit losses for certain financial instruments, which replaces the incurred loss model with a current expected credit loss (“CECL”) model. The CECL model is based on historical experience, adjusted for current conditions and reasonable and supportable forecasts. The Company is required to adopt the new guidance on January 1, 2023. The Company is currently evaluating the impact this guidance will have on the condensed consolidated financial statements. In January 2017, the FASB issued Accounting Standards Update (“ASU”) No. 2017-04 (amended by ASU 2019-10), Intangibles – Goodwill and other (Topic 350): Simplifying the Test for Goodwill Impairment, which simplifies the test for goodwill impairment by removing the second step of the test. There is a one-step qualitative test and does not amend the optional qualitative assessment of goodwill impairment. The new standard is effective January 1, 2023 and is not expected to have a material impact on the Company’s condensed consolidated financial statements. In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
SCHEDULE OF FAIR VALUE OF LIABILITIES ON 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, 2021, using significant unobservable inputs (Level 3): Fair Value measurement using Level 3 SCHEDULE OF FAIR VALUE OF LIABILITIES ON RECURRING BASIS Balance at December 31, 2020 $ 16,916,705 Reclassification (1) (464,800 ) Balance at March 31, 2021 $ 16,451,905 Extinguishment (2) (16,451,905 ) Acquisition debt, Wild Sky, related party 17,376,834 Addition: Related party debt (3) 2,285,000 Addition: Related party debt (4) 80,000 Less: debt discount, related party (3,163,451 ) Balance at June 30, 2021 $ 16,578,383 Addition: Related party debt (5) 2,400,000 Decrease: Related party debt discount and amortization (6) (644,951 ) Less: current portion of long-term debt, related party (4,329,200 ) Balance of long-term debt to related parties at September 30, 2021 $ 14,004,232 (1) Related to reclassification of Bright Mountain PPP loan (2) Centre Lane determined to be related party (see note 14) and applying ASC 470 guidance (3) Centre Lane debt financing on May 26, 2021 (4) Note payable to the Company’s Chairman of the Board (5) Incremental related party debt - increased financing and exit fee during Q3 2021 (6) Debt discount and amortization, net during Q3 2021 |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Discontinued Operations and Disposal Groups [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: SCHEDULE OF PURCHASE PRICE ALLOCATION TO ASSETS ACQUIRED AND LIABILITIES ASSUMED June 1, 2020 Tangible assets acquired Cash & cash equivalents $ 1,651,509 Accounts receivable, net 2,887,282 Prepaid expense 484,885 Fixed assets, net 124,575 Other assets 321,374 Intangible assets acquired: Tradename – Trademarks 2,360,300 IP/Technology 1,412,000 Customer relationships 4,563,000 Less: Liabilities assumed Accounts payable (922,153 ) Accrued expenses (524,188 ) Other current liabilities (235,503 ) Long term loan payable – PPP (1,706,735 ) Less: Deferred tax liability (247,577 ) Net assets acquired 10,168,769 Goodwill 9,973,136 Total purchase price $ 20,141,905 |
SCHEDULE OF TOTAL CONSIDERATION TRANSACTION | The table below summarizes the value of the total consideration given in the transaction: SCHEDULE OF TOTAL CONSIDERATION TRANSACTION Amount Debt issued $ 16,416,905 Shares issued 3,725,000 Total consideration $ 20,141,905 |
PREPAID COSTS AND EXPENSES (Tab
PREPAID COSTS AND EXPENSES (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
SCHEDULE OF PREPAID COSTS AND EXPENSES | At September 30, 2021 and December 31, 2020, prepaid expenses and other current assets consisted of the following: SCHEDULE OF PREPAID COSTS AND EXPENSES September 30, 2021 December 31, Prepaid insurance $ - $ 386,206 Prepaid consulting service agreements – Spartan (1) 379,774 379,771 Prepaid expenses – other 202,350 174,237 Prepaid expenses and other current assets $ 582,124 $ 940,214 (1) Spartan Capital is a broker-dealer that has assisted the Company with a range of services including capital raising activities, M&A advisory, and consulting services. The Company has a five-year agreement with Spartan Capital for the provision of such services and any prepayments made under the terms of this agreement starting October 2018 were capitalized and amortized over the remaining life of the agreement. |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
SCHEDULE OF PROPERTY AND EQUIPMENT | At September 30, 2021 and December 31, 2020, property and equipment consisted of the following: SCHEDULE OF PROPERTY AND EQUIPMENT Estimated September 30, 2021 December 31, 2020 Furniture and fixtures 3 5 $ 40,901 $ 80,844 Leasehold improvements 3 - 1,388 Computer equipment 3 198,853 176,641 Total property and equipment 239,754 258,873 Less: accumulated depreciation (169,734 ) (145,623 ) Total property and equipment, net $ 70,020 $ 113,250 |
WEBSITE ACQUISITION AND INTAN_2
WEBSITE ACQUISITION AND INTANGIBLE ASSETS (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Finite-Lived Intangible Assets, Net [Abstract] | |
SCHEDULE OF WEBSITE ACQUISITIONS, NET | At September 30, 2021 and December 31, 2020, respectively, website acquisitions, net consisted of the following: SCHEDULE OF WEBSITE ACQUISITIONS, NET September 30, 2021 December 31, 2020 Website acquisition assets $ 1,124,846 $ 1,124,846 Less: accumulated amortization (919,650 ) (918,850 ) Less: cumulative impairment loss (200,796 ) (200,396 ) Website Acquisition Assets, net $ 4,400 $ 5,600 |
SCHEDULE OF INTANGIBLE ASSETS | At September 30, 2021 and December 31, 2020, respectively, intangible assets, net consisted of the following: SCHEDULE OF INTANGIBLE ASSETS Useful Lives September 30, 2021 December 31, Trade name 5 $ 3,749,600 $ 3,749,600 Customer relationships 5 16,184,000 16,184,000 IP/Technology 5 7,223,000 7,223,000 Non-compete agreements 3 5 1,154,500 1,154,500 Total Intangible Assets $ 28,311,100 $ 28,311,100 Less: accumulated amortization (5,358,053 ) (4,170,454 ) Less: accumulated impairment loss (16,486,929 ) (16,486,929 ) Intangible assets, net $ 6,466,118 $ 7,653,717 |
GOODWILL (Tables)
GOODWILL (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Goodwill and Intangible Asset Impairment [Abstract] | |
SCHEDULE OF CHANGES GOODWILL | The following table presents changes to goodwill from December 31, 2020 through September 30, 2021: SCHEDULE OF CHANGES GOODWILL Owned & Operated Ad Network Total December 31, 2020 goodwill $ 9,725,559 $ 9,919,909 $ 19,645,468 September 30, 2021 goodwill $ 9,725,559 $ 9,919,909 $ 19,645,468 |
ACCRUED EXPENSES (Tables)
ACCRUED EXPENSES (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Payables and Accruals [Abstract] | |
SCHEDULE OF ACCRUED EXPENSES | At September 30, 2021 and December 31, 2020, accrued expenses consisted of the following: SCHEDULE OF ACCRUED EXPENSES September 30, 2021 December 31, 2020 (unaudited) Accrued salaries and benefits $ 1,276,679 $ 1,237,909 Accrued dividends 691,848 455,956 Accrued traffic settlement (1) 10,254 10,254 Accrued legal settlement (2) 216,101 117,717 Accrued legal fees 141,233 113,683 Accrued other professional fees 431,200 206,613 Share issuance liability (4) 128,678 515,073 Accrued warrant penalty (3) 366,899 262,912 Other accrued expenses 246,862 44,891 Accrued interest - 581,888 Total accrued expenses $ 3,509,754 $ 3,546,896 (1) The Company negotiates with its publishing partners regarding questionable traffic to arrive at traffic settlements. (2) Accrued legal settlement related to the Encoding legal matter. See Note 11. (3) The Company has sold units of its securities to various investors in several private placements. As part of each private placement, the Company agreed to file a registration statement with the SEC to register the resale of the shares by the respective holder in order to permit the public resale; such filing deadlines ranged from 120 to 270 days following the closing date of the respective placement and the Company was liable to pay a penalty fee for failure to file the resale registration statement within the allotted timeframe. (4) Share issuance liability related to issuance of the Company’s common stock in connection with the Oceanside, MediaHouse and Wild Sky acquisitions and Oceanside employee share issuances. |
NOTES PAYABLE (Tables)
NOTES PAYABLE (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
SCHEDULE OF LONG-TERM DEBT | At September 30, 2021 and December 31, 2020, a summary of the Company’s debt is as follows: SCHEDULE OF LONG-TERM DEBT September 30, 2021 December 31, 2020 Non-interest bearing BMLLC acquisition debt $ 385,000 $ 385,000 PPP loans 1,137,140 2,171,534 Wild Sky acquisition debt 17,376,834 16,451,906 Centre Lane debt 4,685,000 - Note payable debt to the Company’s Chairman of the Board 80,000 80,000 Total Debt 23,663,974 19,088,440 Less: debt discount, related party (3,808,402 ) (40,272 ) Less: current portion of long-term debt (1,522,140 ) (2,091,735 ) Less: current portion of long-term debt, related party (4,329,200 ) - Long term debt to related parties, net and long term debt $ 14,004,232 $ 16,956,433 |
SCHEDULE OF MATURITIES OF LONG-TERM OBLIGATION | The minimum annual principal payments of notes payable at September 30, 2021 were: SCHEDULE OF MATURITIES OF LONG-TERM OBLIGATION For the Twelve Months Ending: 2021 (remainder of the year) $ 3,849,948 2022 2,703,666 2023 2,381,281 2024 1,859,232 2025 12,869,847 Total $ 23,663,974 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
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, 2021 and December 31, 2020: SCHEDULE OF RIGHT OF USE ASSET AND LEASE LIABILITY September 30, 2021 December 31, 2020 Assets Operating lease right of use asset $ - $ 72,598 Liabilities Operating lease liability $ - $ 72,727 |
SCHEDULE OF ADDITIONAL INFORMATION RELATED TO OPERATING LEASE | The following summarizes additional information related to the operating lease: SCHEDULE OF ADDITIONAL INFORMATION RELATED TO OPERATING LEASE September 30, 2021 Weighted-average remaining lease term 0.58 Weighted-average discount rate 5.50 % |
COMMON STOCK (Tables)
COMMON STOCK (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
SCHEDULE OF COMMON SHARES ISSUED DURING THE PERIOD | During the nine months ended September 30, 2021, the Company issued 16,052,966 SCHEDULE OF COMMON SHARES ISSUED DURING THE PERIOD Shares (#) Value Shares issued to Centre Lane related to debt financing 5,150,000 $ 2,558,802 Options exercised by employees 100,000 13,900 Warrants exercised 25,000 10,000 Shares issued to Oceanside employees per the acquisition agreement valued at $ 1.60 379,266 606,826 Total 5,654,266 $ 3,189,528 |
SCHEDULE OF STOCK OPTION ACTIVITY | A summary of the Company’s stock option activity during the nine months ended September 30, 2021 is presented below: SCHEDULE OF STOCK OPTION ACTIVITY BRIGHT MOUNTAIN MEDIA, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS September 30, 2021 (Unaudited) NOTE 13 – COMMON STOCK (continued). Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value Balance Outstanding, December 31, 2020 1,375,227 $ 0.76 4.1 $ 3,201,237 Granted 150,000 0.33 9.3 — Exercised (100,000 ) — — — Forfeited (200,000 ) — — — Expired (310,000 ) — — — Balance Outstanding, September 30, 2021 915,227 $ 0.54 6.7 $ — Exercisable at September 30, 2021 703,432 $ 0.73 3.7 $ — |
SCHEDULE OF OPTIONS OUTSTANDING UNDER OPTION PLANS | Summarized information with respect to options outstanding under the option plans at September 30, 2021 is as follows: SCHEDULE OF OPTIONS OUTSTANDING UNDER OPTION PLANS 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 - $ 0.00 - - $ 0.00 $ 0.25 0.49 126,000 0.28 1.0 126,000 0.28 $ 0.50 0.85 501,000 0.69 3.7 501,000 0.69 $ 0.86 1.75 188,227 1.53 10.8 51,432 1.63 $ 1.76 2.10 100,000 2.10 8.8 25,000 2.00 $ 2.11 3.05 - - 9.3 - - Total 915,227 $ 0.96 5.4 703,432 $ 0.73 |
GOING CONCERN (Details Narrativ
GOING CONCERN (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||||||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||||||
Net Income (Loss) Attributable to Parent | $ 2,888,798 | $ 4,489,311 | $ 1,709,275 | $ 62,268,724 | $ 4,125,727 | $ 3,030,781 | $ 9,087,384 | $ 69,425,232 | |
Net Cash Provided by (Used in) Operating Activities | 4,367,969 | $ 4,957,486 | |||||||
Retained Earnings (Accumulated Deficit) | $ 103,231,212 | $ 103,231,212 | $ 93,932,080 |
SCHEDULE OF FAIR VALUE OF LIABI
SCHEDULE OF FAIR VALUE OF LIABILITIES ON RECURRING BASIS (Details) - USD ($) | 3 Months Ended | |||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Addition: Related party debt | $ 19,088,440 | |||
Long-term Debt [Member] | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Balance Beginning | $ 16,578,383 | $ 16,451,905 | 16,916,705 | |
Reclassification | [1] | (464,800) | ||
Extinguishment | [2] | (16,451,905) | ||
Acquisition debt, Wild Sky, related party | 17,376,834 | |||
Addition: Related party debt | [3] | 2,285,000 | ||
Addition: Related party debt | [4] | 80,000 | ||
Less: debt discount, related party | (3,163,451) | |||
Addition: Related party debt | [5] | 2,400,000 | ||
Decrease: Related party debt discount and amortization | [6] | (644,951) | ||
Less: current portion of long term debt, related party | (4,329,200) | |||
Balance Ending | $ 14,004,232 | $ 16,578,383 | $ 16,451,905 | |
[1] | Related to reclassification of Bright Mountain PPP loan | |||
[2] | Centre Lane determined to be related party (see note 14) and applying ASC 470 guidance | |||
[3] | Centre Lane debt financing on May 26, 2021 | |||
[4] | Note payable to the Company’s Chairman of the Board | |||
[5] | Incremental related party debt - increased financing and exit fee during Q3 2021 | |||
[6] | Debt discount and amortization, net during Q3 2021 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Jan. 01, 2020 | |
Product Information [Line Items] | ||||||
Allowance for doubtful accounts | $ 505,324 | $ 505,324 | $ 774,826 | |||
Accounts receivable net | 3,836,453 | 3,836,453 | $ 6,430,253 | $ 3,967,899 | ||
Advertising, marketing promotion costs | $ 16,041 | $ 12,527 | $ 44,743 | $ 36,377 | ||
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | One Customer [Member] | ||||||
Product Information [Line Items] | ||||||
Concentration Risk, Percentage | 11.00% | 10.00% | ||||
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | No Customer [Member] | ||||||
Product Information [Line Items] | ||||||
Concentration Risk, Percentage | 14.00% | |||||
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | No Customer [Member] | Maximum [Member] | ||||||
Product Information [Line Items] | ||||||
Concentration Risk, Percentage | 10.00% | |||||
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | One Large Customer [Member] | ||||||
Product Information [Line Items] | ||||||
Concentration Risk, Percentage | 19.00% | |||||
Accounts Receivable [Member] | Customer Concentration Risk [Member] | No Customers [Member] | ||||||
Product Information [Line Items] | ||||||
Concentration Risk, Percentage | 10.00% | |||||
Accounts Receivable [Member] | Customer Concentration Risk [Member] | One Customers [Member] | ||||||
Product Information [Line Items] | ||||||
Concentration Risk, Percentage | 17.00% | |||||
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Two Customers [Member] | ||||||
Product Information [Line Items] | ||||||
Concentration Risk, Percentage | 12.00% | |||||
Accounts Payable [Member] | Customer Concentration Risk [Member] | One Vendor [Member] | ||||||
Product Information [Line Items] | ||||||
Concentration Risk, Percentage | 9.00% | 14.00% |
SCHEDULE OF PURCHASE PRICE ALLO
SCHEDULE OF PURCHASE PRICE ALLOCATION TO ASSETS ACQUIRED AND LIABILITIES ASSUMED (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 | Jun. 01, 2020 |
Discontinued Operations and Disposal Groups [Abstract] | |||
Cash & cash equivalents | $ 1,651,509 | ||
Accounts receivable, net | 2,887,282 | ||
Prepaid expense | 484,885 | ||
Fixed assets, net | 124,575 | ||
Other assets | 321,374 | ||
Tradename – Trademarks | 2,360,300 | ||
IP/Technology | 1,412,000 | ||
Customer relationships | 4,563,000 | ||
Accounts payable | (922,153) | ||
Accrued expenses | (524,188) | ||
Other current liabilities | (235,503) | ||
Long term loan payable – PPP | (1,706,735) | ||
Less: Deferred tax liability | (247,577) | ||
Net assets acquired | 10,168,769 | ||
Goodwill | $ 19,645,468 | $ 19,645,468 | 9,973,136 |
Total purchase price | $ 20,141,905 |
SCHEDULE OF TOTAL CONSIDERATION
SCHEDULE OF TOTAL CONSIDERATION TRANSACTION (Details) - Wild Sky Media [Member] | Jun. 01, 2020USD ($) |
Restructuring Cost and Reserve [Line Items] | |
Debt issued | $ 16,416,905 |
Shares issued | 3,725,000 |
Total consideration | $ 20,141,905 |
ACQUISITIONS (Details Narrative
ACQUISITIONS (Details Narrative) - USD ($) | Sep. 22, 2021 | Aug. 15, 2020 | Jun. 01, 2020 | Dec. 31, 2020 |
Debt Instrument, Interest Rate During Period | 18.00% | |||
Debt Instrument, Description | The loan under the Credit Facility may be prepaid in minimum amounts of $250,000. The loan balance can be prepaid with no penalty. | |||
Stock Issued During Period, Shares, New Issues | 10,398,700 | |||
Spartan Capital Securities, LLC [Member] | ||||
Stock Issued During Period, Shares, New Issues | 610,000 | |||
Stock Issued During Period, Value, New Issues | $ 908,900 | |||
Purchase Agreement [Member] | Senior Secured Loan [Member] | ||||
Debt Instrument, Face Amount | $ 16,451,905 | |||
Debt Instrument, Interest Rate During Period | 6.00% | |||
Purchase Agreement [Member] | Centre Lane Partners Master Credit Fund II, L.P [Member] | ||||
Variable Interest Entity, Qualitative or Quantitative Information, Ownership Percentage | 100.00% | |||
Number of restricted common stock shares | 2,500,000 | |||
Credit Agreement [Member] | Maximum [Member] | ||||
Loan balance prepayment | $ 15,000,000 |
SCHEDULE OF PREPAID COSTS AND E
SCHEDULE OF PREPAID COSTS AND EXPENSES (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Prepaid insurance | $ 386,206 | |
Prepaid consulting service agreements | 379,774 | 379,771 |
Prepaid expenses – other | 202,350 | 174,237 |
Prepaid expenses and other current assets | $ 582,124 | $ 940,214 |
SCHEDULE OF PROPERTY AND EQUIPM
SCHEDULE OF PROPERTY AND EQUIPMENT (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 239,754 | $ 258,873 |
Less: accumulated depreciation | (169,734) | (145,623) |
Total property and equipment, net | 70,020 | 113,250 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 40,901 | 80,844 |
Furniture and Fixtures [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, depreciable life | 3 years | |
Furniture and Fixtures [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, depreciable life | 5 years | |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, depreciable life | 3 years | |
Total property and equipment | 1,388 | |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, depreciable life | 3 years | |
Total property and equipment | $ 198,853 | $ 176,641 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation expense | $ 11,525 | $ 19,437 | $ 46,059 | $ 29,616 |
SCHEDULE OF WEBSITE ACQUISITION
SCHEDULE OF WEBSITE ACQUISITIONS, NET (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Finite-Lived Intangible Assets [Line Items] | ||
Website acquisition assets | $ 28,311,100 | $ 28,311,100 |
Less: accumulated amortization | (5,358,053) | (4,170,454) |
Less: cumulative impairment loss | (16,486,929) | (16,486,929) |
Website Acquisition Assets, net | 6,466,118 | 7,653,717 |
Website Acquisitions Net [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Website acquisition assets | 1,124,846 | 1,124,846 |
Less: accumulated amortization | (919,650) | (918,850) |
Less: cumulative impairment loss | (200,796) | (200,396) |
Website Acquisition Assets, net | $ 4,400 | $ 5,600 |
SCHEDULE OF INTANGIBLE ASSETS (
SCHEDULE OF INTANGIBLE ASSETS (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | ||
Total Intangible Assets | $ 28,311,100 | $ 28,311,100 |
Less: accumulated amortization | (5,358,053) | (4,170,454) |
Less: accumulated impairment loss | (16,486,929) | (16,486,929) |
Website Acquisition Assets, net | $ 6,466,118 | 7,653,717 |
Tradename [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, useful life | 5 years | |
Total Intangible Assets | $ 3,749,600 | 3,749,600 |
Customer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, useful life | 5 years | |
Total Intangible Assets | $ 16,184,000 | 16,184,000 |
IP Technology [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, useful life | 5 years | |
Total Intangible Assets | $ 7,223,000 | 7,223,000 |
Noncompete Agreements [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total Intangible Assets | $ 1,154,500 | $ 1,154,500 |
Noncompete Agreements [Member] | Minimum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, useful life | 3 years | |
Noncompete Agreements [Member] | Maximum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, useful life | 5 years |
WEBSITE ACQUISITION AND INTAN_3
WEBSITE ACQUISITION AND INTANGIBLE ASSETS (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Finite-Lived Intangible Assets [Line Items] | |||||
Amortization expense related to acquisition costs | $ 1,188,799 | $ 3,288,361 | |||
Impairment of Intangible Assets, Finite-lived | $ 16,486,929 | 16,486,929 | |||
Website Acquisition And Intangible Assets [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Amortization expense related to acquisition costs | $ 395,868 | $ 1,307,955 | $ 1,187,599 | $ 3,252,222 |
SCHEDULE OF CHANGES GOODWILL (D
SCHEDULE OF CHANGES GOODWILL (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 | Jun. 01, 2020 |
Goodwill | $ 19,645,468 | $ 19,645,468 | $ 9,973,136 |
Owned And Operated [Member] | |||
Goodwill | 9,725,559 | 9,725,559 | |
Ad Network [Member] | |||
Goodwill | $ 9,919,909 | $ 9,919,909 |
GOODWILL (Details Narrative)
GOODWILL (Details Narrative) | 1 Months Ended |
Sep. 30, 2020USD ($) | |
Goodwill and Intangible Asset Impairment [Abstract] | |
Goodwill and Intangible Asset Impairment | $ 42,279,087 |
SCHEDULE OF ACCRUED EXPENSES (D
SCHEDULE OF ACCRUED EXPENSES (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 | |
Payables and Accruals [Abstract] | |||
Accrued salaries and benefits | $ 1,276,679 | $ 1,237,909 | |
Accrued dividends | 691,848 | 455,956 | |
Accrued traffic settlement | [1] | 10,254 | 10,254 |
Accrued legal settlement | [2] | 216,101 | 117,717 |
Accrued legal fees | 141,233 | 113,683 | |
Accrued other professional fees | 431,200 | 206,613 | |
Share issuance liability | [3] | 128,678 | 515,073 |
Accrued warrant penalty | [4] | 366,899 | 262,912 |
Other accrued expenses | 246,862 | 44,891 | |
Accrued interest | 581,888 | ||
Total accrued expenses | $ 3,509,754 | $ 3,546,896 | |
[1] | The Company negotiates with its publishing partners regarding questionable traffic to arrive at traffic settlements. | ||
[2] | Accrued legal settlement related to the Encoding legal matter. See Note 11. | ||
[3] | Share issuance liability related to issuance of the Company’s common stock in connection with the Oceanside, MediaHouse and Wild Sky acquisitions and Oceanside employee share issuances. | ||
[4] | The Company has sold units of its securities to various investors in several private placements. As part of each private placement, the Company agreed to file a registration statement with the SEC to register the resale of the shares by the respective holder in order to permit the public resale; such filing deadlines ranged from 120 to 270 days following the closing date of the respective placement and the Company was liable to pay a penalty fee for failure to file the resale registration statement within the allotted timeframe. |
SCHEDULE OF LONG-TERM DEBT (Det
SCHEDULE OF LONG-TERM DEBT (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Debt Disclosure [Abstract] | ||
Non-interest bearing BMLLC acquisition debt | $ 385,000 | $ 385,000 |
PPP loans | 1,137,140 | 2,171,534 |
Wild Sky acquisition debt | 17,376,834 | 16,451,906 |
Centre Lane debt | 4,685,000 | |
Note payable debt to the Company’s Chairman of the Board | 80,000 | 80,000 |
Total Debt | 23,663,974 | 19,088,440 |
Less: debt discount, related party | (3,808,402) | (40,272) |
Less: current portion of long-term debt | (1,522,140) | (2,091,735) |
Less: current portion of long-term debt, related party | (4,329,200) | |
Long term debt to related parties, net and long term debt | $ 14,004,232 | $ 16,956,433 |
SCHEDULE OF MATURITIES OF LONG-
SCHEDULE OF MATURITIES OF LONG-TERM OBLIGATION (Details) | Sep. 30, 2021USD ($) |
Debt Disclosure [Abstract] | |
2021 (remainder of the year) | $ 3,849,948 |
2022 | 2,703,666 |
2023 | 2,381,281 |
2024 | 1,859,232 |
2025 | 12,869,847 |
Total | $ 23,663,974 |
NOTES PAYABLE (Details Narrativ
NOTES PAYABLE (Details Narrative) - USD ($) | Sep. 22, 2021 | Aug. 31, 2021 | Aug. 12, 2021 | Aug. 12, 2021 | May 26, 2021 | May 26, 2021 | Apr. 26, 2021 | Mar. 23, 2021 | Feb. 17, 2021 | Aug. 15, 2020 | Jun. 01, 2020 | Jul. 31, 2019 | Nov. 30, 2018 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Apr. 26, 2022 | Apr. 24, 2021 | Dec. 31, 2020 | Apr. 24, 2020 | Dec. 31, 2019 |
Short-term Debt [Line Items] | ||||||||||||||||||||||
Interest rate | 18.00% | |||||||||||||||||||||
Shares issued, shares | 10,398,700 | |||||||||||||||||||||
Debt Instrument, Unamortized Discount | $ 3,808,402 | $ 3,808,402 | $ 40,272 | |||||||||||||||||||
Interest expense related party | 760,176 | $ 2,045 | 1,334,680 | $ 6,091 | ||||||||||||||||||
Debt instrument percentage | 1.50% | |||||||||||||||||||||
Accrued Liabilities, Current | $ 750,000 | 3,509,754 | 3,509,754 | 3,546,896 | ||||||||||||||||||
Amortization of debt discount | 383,805 | 10,510 | ||||||||||||||||||||
Premium finance, loan payable | 380,398 | $ 194,592 | ||||||||||||||||||||
Premium finance loan payable | 339,890 | |||||||||||||||||||||
Paycheck Protection Program [Member] | ||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||
Debt instrument percentage | 1.00% | 1.00% | 1.00% | |||||||||||||||||||
Face amount | $ 841,540 | $ 295,600 | $ 464,800 | |||||||||||||||||||
Debt instrument, term | 2 years | 2 years | 2 years | |||||||||||||||||||
Wild Sky PPP Loan [Member] | ||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||
Debt instrument percentage | 1.00% | |||||||||||||||||||||
Face amount | $ 1,706,735 | |||||||||||||||||||||
Debt instrument, term | 2 years | |||||||||||||||||||||
Ten Percentage Convertible Promissory Notes [Member] | ||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||
Interest expense related party | 2,045 | 2,045 | 6,068 | 6,091 | ||||||||||||||||||
Face amount | $ 80,000 | 80,000 | 80,000 | 80,000 | ||||||||||||||||||
Debt instrument, term | 5 years | |||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ 0.40 | |||||||||||||||||||||
Debt Instrument, Fair Value Disclosure | $ 70,000 | |||||||||||||||||||||
Beneficial converision feature | 29,800 | 40,272 | ||||||||||||||||||||
Convertible notes payable related party | 50,200 | 50,200 | $ 39,728 | |||||||||||||||||||
Amortization of debt discount | 3,529 | 3,529 | $ 10,472 | 10,510 | ||||||||||||||||||
Premium Finance Loan Payable [Member] | ||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||
Debt instrument, frequency of periodic payment | The Company generally finances its annual insurance premiums through the use of short-term notes, payable in 10 equal monthly installments. | |||||||||||||||||||||
Membership Interest Purchase Agreement [Member] | ||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||
Line of Credit Facility, Average Outstanding Amount | $ 16,451,905 | |||||||||||||||||||||
Line of Credit Facility, Fair Value of Amount Outstanding | 15,000,000 | |||||||||||||||||||||
Repayments of Lines of Credit | 900,000 | |||||||||||||||||||||
Accounts Payable | $ 500,000 | |||||||||||||||||||||
Line of Credit Facility, Interest Rate During Period | 6.00% | |||||||||||||||||||||
First Amendment [Member] | ||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||
Proceeds from sale of preferred stock | $ 6,000,000 | |||||||||||||||||||||
Interest rate | 10.00% | |||||||||||||||||||||
Interest rate | 6.00% | 6.00% | ||||||||||||||||||||
Proceeds from dividend | $ 800,000 | |||||||||||||||||||||
Dividends | 500,000 | |||||||||||||||||||||
Debt Instrument, Unamortized Discount | $ 2,363,986 | |||||||||||||||||||||
Debt instrument percentage | 10.00% | |||||||||||||||||||||
First Amendment [Member] | Common Stock [Member] | ||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||
Shares issued, shares | 150,000 | |||||||||||||||||||||
Second Amendment [Member] | ||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||
Additional loan amount | $ 1,500,000 | |||||||||||||||||||||
Exit fees | $ 750,000 | 750,000 | ||||||||||||||||||||
Debt Instrument, Unamortized Discount | 904,637 | 904,637 | ||||||||||||||||||||
Debt Issuance Costs, Net | $ 1,500,000 | $ 1,500,000 | ||||||||||||||||||||
Second Amendment [Member] | Common Stock [Member] | ||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||
Shares issued, shares | 3,000,000 | 3,000,000 | ||||||||||||||||||||
Third Amendment [Member] | ||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||
Shares issued, shares | 2,000,000 | |||||||||||||||||||||
Additional loan amount | $ 500,000 | |||||||||||||||||||||
Exit fees | 250,000 | $ 250,000 | ||||||||||||||||||||
Debt Instrument, Unamortized Discount | 322,529 | 322,529 | ||||||||||||||||||||
Debt Issuance Costs, Net | $ 500,000 | $ 500,000 | ||||||||||||||||||||
Third Amendment [Member] | Common Stock [Member] | ||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||
Shares issued, shares | 2,000,000 | |||||||||||||||||||||
Fourth Amendment [Member] | ||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||
Additional loan amount | $ 1,100,000 | |||||||||||||||||||||
Exit fees | 550,000 | |||||||||||||||||||||
Debt Instrument, Unamortized Discount | 560,783 | |||||||||||||||||||||
Debt Issuance Costs, Net | 1,100,000 | |||||||||||||||||||||
Fourth Amendment [Member] | Common Stock [Member] | ||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||
Debt Instrument, Unamortized Discount | $ 560,783 | |||||||||||||||||||||
Purchase Agreement [Member] | ||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||
Debt Instrument, Unamortized Discount | 3,778,602 | $ 3,778,602 | ||||||||||||||||||||
Interest expense related party | 720,575 | 0 | 1,081,478 | 0 | ||||||||||||||||||
[custom:InterestExpensesRelatedParty] | 1,217,167 | |||||||||||||||||||||
Oceanside Merger Agreement [Member] | ||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||
Interest expense related party | 34,027 | 0 | 100,973 | 0 | ||||||||||||||||||
Oceanside Merger Agreement [Member] | Slutzky and Winshman Ltd [Member] | ||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||
Shares issued, shares | 12,513,227 | |||||||||||||||||||||
Interest expense related party | $ 34,027 | 50,672 | $ 100,973 | 50,672 | ||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 20,021,163 | |||||||||||||||||||||
Asset Acquisition, Contingent Consideration, Liability | $ 750,000 | |||||||||||||||||||||
Incremental charges | 300,672 | 300,672 | ||||||||||||||||||||
Deferred Compensation Arrangement with Individual, Compensation Expense | $ 250,000 | $ 250,000 | ||||||||||||||||||||
Wild Sky [Member] | ||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||
Business Acquisition, Percentage of Voting Interests Acquired | 100.00% |
SCHEDULE OF RIGHT OF USE ASSET
SCHEDULE OF RIGHT OF USE ASSET AND LEASE LIABILITY (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Commitments and Contingencies Disclosure [Abstract] | ||
Operating lease right of use asset | $ 72,598 | |
Operating lease liability | $ 72,727 |
SCHEDULE OF ADDITIONAL INFORMAT
SCHEDULE OF ADDITIONAL INFORMATION RELATED TO OPERATING LEASE (Details) | Sep. 30, 2021 |
Commitments and Contingencies Disclosure [Abstract] | |
Weighted-average remaining lease term | 6 months 29 days |
Weighted-average discount rate | 5.50% |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Loss Contingencies [Line Items] | ||||||
Payments for rent | $ 60,616 | $ 192,717 | $ 162,636 | $ 415,271 | ||
Synacor Inc [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Litigation Settlement | $ 230,000 | |||||
Encodingcom Inc [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Warrants to purchase | 175,000 | |||||
Exercise price of warrants | $ 1 | |||||
Other Assets [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Security deposit | $ 18,100 | |||||
Long Term Non-Cancellable Operating Lease Agreement [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Lease expiration date | Oct. 31, 2021 | |||||
Long-Term non-Cancellable lease Agreement [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Payments for rent | $ 7,260 | |||||
Percentage of escalation for rental payments | 3.00% |
PREFERRED STOCK (Details Narrat
PREFERRED STOCK (Details Narrative) - USD ($) | Aug. 31, 2022 | Jul. 27, 2022 | Apr. 10, 2022 | Sep. 22, 2021 | Aug. 31, 2021 | Nov. 05, 2018 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Jul. 18, 2019 |
Class of Stock [Line Items] | ||||||||||||
Shares issued, shares | 10,398,700 | |||||||||||
Dividend liability | $ 691,848 | $ 691,848 | $ 455,956 | |||||||||
Preferred Stock, Shares Authorized | 20,000,000 | 20,000,000 | 20,000,000 | |||||||||
Preferred stock, par value per share | $ 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 B Convertible Preferred Stock (“Series B Stock”), 10% Series C Convertible Preferred Stock (“Series C Stock”), 10% Series D Convertible Preferred Stock (“Series D Stock”) and 10% Series E Convertible Preferred Stock (“Series E Stock”) | |||||||||||
Dividends | $ 61,706 | $ 180,122 | $ 240,642 | $ 447,369 | ||||||||
Dividends, preferred stock | $ 691,848 | $ 363,460 | ||||||||||
10% Series B Convertible Preferred Stock [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Shares repurchased | 1,000,000 | |||||||||||
10% Series C Convertible Preferred Stock [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Preferred Stock, Shares Authorized | 2,000,000 | |||||||||||
10% Series D Convertible Preferred Stock [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Preferred Stock, Shares Authorized | 2,000,000 | |||||||||||
12% Series F-1 Convertible Preferred Stock [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Shares issued, shares | 2,177,233 | |||||||||||
6% Series F-2 Convertible Preferred Stock [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Shares issued, shares | 1,408,867 | |||||||||||
10% Series F-3 Convertible Preferred Stock [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Shares issued, shares | 757,917 | |||||||||||
Series F-1 Preferred Stock [Member] | Forecast [Member] | April 10, 2022 [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Dividend rate, percentage | 12.00% | |||||||||||
Series F-2 Convertible Preferred Stock [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Liquidation preference, price per share | $ 0.50 | $ 0.50 | ||||||||||
Series F-2 Convertible Preferred Stock [Member] | Forecast [Member] | July 27, 2022 [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Dividend rate, percentage | 6.00% | |||||||||||
Series F-3 Preferred Stock [Member] | Forecast [Member] | April 30, 2022 [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Dividend rate, percentage | 10.00% | |||||||||||
Series F-1 Convertible Preferred Stock [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Liquidation preference, price per share | 0.50 | 0.50 | ||||||||||
Series F-3 Convertible Preferred Stock [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Liquidation preference, price per share | $ 0.40 | $ 0.40 | ||||||||||
10% Series A-1 Convertible Preferred Stock [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Preferred Stock, Shares Authorized | 2,000,000 | |||||||||||
Series A-1 Preferred Stock [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Preferred Stock, Shares Authorized | 2,000,000 | 2,000,000 | 2,000,000 | |||||||||
Preferred stock, shares issued | 1,200,000 | 1,200,000 | 1,200,000 | |||||||||
Preferred stock, shares outstanding | 1,200,000 | 1,200,000 | 1,200,000 | |||||||||
Preferred stock, shares issued | 0 | 0 | 1,200,000 | |||||||||
Preferred stock, shares outstanding | 0 | 0 | 1,200,000 | |||||||||
Series E Preferred Stock [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Preferred Stock, Shares Authorized | 2,500,000 | 2,500,000 | 2,500,000 | |||||||||
Preferred stock, shares issued | 2,500,000 | 2,500,000 | 2,500,000 | |||||||||
Preferred stock, shares outstanding | 2,500,000 | 2,500,000 | 2,500,000 | |||||||||
Preferred stock, shares issued | 125,000 | 125,000 | 2,500,000 | |||||||||
Preferred stock, shares outstanding | 125,000 | 125,000 | 2,500,000 | |||||||||
Series F Preferred Stock [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Preferred Stock, Shares Authorized | 4,344,017 | 4,344,017 | 4,344,017 | |||||||||
Preferred stock, shares issued | 4,344,017 | 4,344,017 | 4,344,017 | |||||||||
Preferred stock, shares outstanding | 4,344,017 | 4,344,017 | 4,344,017 | |||||||||
Preferred stock, shares issued | 0 | 0 | 4,344,017 | |||||||||
Preferred stock, shares outstanding | 0 | 0 | 4,344,017 | |||||||||
Series B-1 Preferred Stock [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Preferred Stock, Shares Authorized | 6,000,000 | 6,000,000 | 6,000,000 | |||||||||
Preferred stock, shares issued | 0 | 0 | 0 | |||||||||
Preferred stock, shares outstanding | 0 | 0 | 0 | |||||||||
Series B Preferred Stock [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Preferred stock, shares issued | 0 | 0 | 0 | |||||||||
Preferred stock, shares outstanding | 0 | 0 | 0 | |||||||||
Series C Preferred Stock [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Preferred stock, shares issued | 0 | 0 | 0 | |||||||||
Preferred stock, shares outstanding | 0 | 0 | 0 | |||||||||
Series D Preferred Stock [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Preferred stock, shares issued | 0 | 0 | 0 | |||||||||
Preferred stock, shares outstanding | 0 | 0 | 0 | |||||||||
Series A-1 E and F Convertible Preferred Stock [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Dividends | $ 0 | $ 2,522 | ||||||||||
Series E And F Convertible Preferred Stock [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Dividends | $ 180,122 | $ 235,129 | ||||||||||
Mr. W. Kip Speyer [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Dividend liability | $ 691,848 | |||||||||||
Mr. W. Kip Speyer [Member] | Common Stock [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Shares issued, shares | 7,919,017 |
SCHEDULE OF COMMON SHARES ISSUE
SCHEDULE OF COMMON SHARES ISSUED DURING THE PERIOD (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Total value, Issued for Services | $ 114,000 | $ 2,124,121 | ||
Common Stock [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Total shares, Issued for Services | 1,370,000 | 5,654,266 | 1,370,000 | |
Total value, Issued for Services | $ 600 | $ 13,100 | $ 3,189,528 | |
Common Stock [Member] | Shares Issued To Centre Lane Related To Debt Financing [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Total shares, Issued for Services | 5,150,000 | |||
Total value, Issued for Services | $ 2,558,802 | |||
Common Stock [Member] | Share-based Payment Arrangement, Option [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Total shares, Issued for Services | 100,000 | |||
Total value, Issued for Services | $ 13,900 | |||
Common Stock [Member] | Warrants Exercised [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Total shares, Issued for Services | 25,000 | |||
Total value, Issued for Services | $ 10,000 | |||
Common Stock [Member] | Shares Issued To Employees [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Total shares, Issued for Services | 379,266 | |||
Total value, Issued for Services | $ 606,826 |
SCHEDULE OF COMMON SHARES ISS_2
SCHEDULE OF COMMON SHARES ISSUED DURING THE PERIOD (Details) (Parenthetical) | Sep. 30, 2021$ / shares |
Common Stock [Member] | Shares Issued To Employees [Member] | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Shares issued, price per share | $ 1.60 |
SCHEDULE OF STOCK OPTION ACTIVI
SCHEDULE OF STOCK OPTION ACTIVITY (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Equity [Abstract] | ||
Number of Shares Options Outstanding Beginning Balance | 1,375,227 | |
Weighted Average Exercise Price Per Share Outstanding Beginning Balance | $ 0.76 | |
Weighted Average Remaining Contractual Life (in Years) Outstanding, Ending | 6 years 8 months 12 days | 4 years 1 month 6 days |
Aggregate Intrinsic Value Outstanding Beginning | $ 3,201,237 | |
Number of Options Granted | 150,000 | |
Weighted Average Exercise Price Per Share Granted | $ 0.33 | |
Weighted Average Remaining Contractual Life (in Years) Outstanding, Granted | 9 years 3 months 18 days | |
Aggregate Intrinsic Value Outstanding Granted | ||
Number of Options Exercised | (100,000) | |
Weighted Average Exercise Price Per Share Exercised | ||
Aggregate Intrinsic Value Outstanding Exercised | ||
Number of Options Forfeited | (200,000) | |
Weighted Average Exercise Price, Forfeited | ||
Aggregate Intrinsic Value Outstanding Forfeited | ||
Number of Options Expired | (310,000) | |
Weighted Average Exercise Price Per Share Expired | ||
Aggregate Intrinsic Value Outstanding Expired | ||
Number of Shares Options Outstanding Ending Balance | 915,227 | 1,375,227 |
Weighted Average Exercise Price Per Share Outstanding Ending Balance | $ 0.54 | $ 0.76 |
Aggregate Intrinsic Value Outstanding Ending | $ 3,201,237 | |
Number of Shares Options Exercisable | 703,432 | |
Weighted Average Exercise Price Per Share Exercisable | $ 0.73 | |
Weighted Average Remaining Contractual Life (in Years) Exercisable | 3 years 8 months 12 days | |
Aggregate Intrinsic Value Exercisable |
SCHEDULE OF OPTIONS OUTSTANDING
SCHEDULE OF OPTIONS OUTSTANDING UNDER OPTION PLANS (Details) | 9 Months Ended |
Sep. 30, 2021$ / sharesshares | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Options Outstanding, Number outstanding | shares | 915,227 |
Options Outstanding, Weighted average exercise price | $ 0.96 |
Options Outstanding, Remaining average contractual life (in years) | 5 years 4 months 24 days |
Options Exercisable, Number exercisable | shares | 703,432 |
Options Exercisable, Weighted average exercise price | $ 0.73 |
Exercise Price Range One [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise price lower range limit | 0.14 |
Exercise price upper range limit | $ 0.24 |
Options Outstanding, Number outstanding | shares | |
Options Outstanding, Weighted average exercise price | $ 0 |
Options Outstanding, Remaining average contractual life (in years) | |
Options Exercisable, Number exercisable | shares | |
Options Exercisable, Weighted average exercise price | $ 0 |
Exercise Price Range Two [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise price lower range limit | 0.25 |
Exercise price upper range limit | $ 0.49 |
Options Outstanding, Number outstanding | shares | 126,000 |
Options Outstanding, Weighted average exercise price | $ 0.28 |
Options Outstanding, Remaining average contractual life (in years) | 1 year |
Options Exercisable, Number exercisable | shares | 126,000 |
Options Exercisable, Weighted average exercise price | $ 0.28 |
Exercise Price Range Three [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise price lower range limit | 0.50 |
Exercise price upper range limit | $ 0.85 |
Options Outstanding, Number outstanding | shares | 501,000 |
Options Outstanding, Weighted average exercise price | $ 0.69 |
Options Outstanding, Remaining average contractual life (in years) | 3 years 8 months 12 days |
Options Exercisable, Number exercisable | shares | 501,000 |
Options Exercisable, Weighted average exercise price | $ 0.69 |
Exercise Price Range Four [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise price lower range limit | 0.86 |
Exercise price upper range limit | $ 1.75 |
Options Outstanding, Number outstanding | shares | 188,227 |
Options Outstanding, Weighted average exercise price | $ 1.53 |
Options Outstanding, Remaining average contractual life (in years) | 10 years 9 months 18 days |
Options Exercisable, Number exercisable | shares | 51,432 |
Options Exercisable, Weighted average exercise price | $ 1.63 |
Exercise Price Range Five [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise price lower range limit | 1.76 |
Exercise price upper range limit | $ 2.10 |
Options Outstanding, Number outstanding | shares | 100,000 |
Options Outstanding, Weighted average exercise price | $ 2.10 |
Options Outstanding, Remaining average contractual life (in years) | 8 years 9 months 18 days |
Options Exercisable, Number exercisable | shares | 25,000 |
Options Exercisable, Weighted average exercise price | $ 2 |
Exercise Price Range Six [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise price lower range limit | 2.11 |
Exercise price upper range limit | $ 3.05 |
Options Outstanding, Number outstanding | shares | |
Options Outstanding, Weighted average exercise price | |
Options Outstanding, Remaining average contractual life (in years) | 9 years 3 months 18 days |
Options Exercisable, Number exercisable | shares | |
Options Exercisable, Weighted average exercise price |
COMMON STOCK (Details Narrative
COMMON STOCK (Details Narrative) | Sep. 22, 2021shares | Jun. 01, 2020USD ($)$ / sharesshares | Nov. 07, 2019shares | May 22, 2015shares | Apr. 01, 2013shares | Apr. 20, 2011shares | Mar. 31, 2020USD ($)$ / sharesshares | Feb. 28, 2020USD ($)$ / sharesshares | Sep. 30, 2021USD ($) | Mar. 31, 2021USD ($)shares | Sep. 30, 2020USD ($)$ / sharesshares | Jun. 30, 2020USD ($) | Mar. 31, 2020USD ($)$ / sharesshares | Sep. 30, 2021USD ($)shares | Sep. 30, 2020USD ($)Investor$ / sharesshares | Dec. 31, 2020USD ($)shares |
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||
Accrued fee | $ | $ 3,509,754 | $ 3,509,754 | $ 3,546,896 | |||||||||||||
Escrow fees | $ | 401,750 | |||||||||||||||
Proceeds from issuance of common stock | $ | $ 3,586,148 | |||||||||||||||
Common stock issued for services, value | $ | $ 114,000 | $ 2,124,121 | ||||||||||||||
Value acquisitions | $ | $ 606,826 | |||||||||||||||
Issuance of common stock, shares | shares | 10,398,700 | |||||||||||||||
Stock or Unit Option Plan Expense | $ | 100,224 | $ 51,011 | 398,614 | $ 129,105 | ||||||||||||
Unrecognized compensation cost | $ | $ 159,830 | $ 159,830 | ||||||||||||||
2019 Plan [Member] | ||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||
Issuance of common stock, shares | shares | 4,761,773 | 4,761,773 | ||||||||||||||
Common Stock [Member] | ||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||
Common stock issued for services | shares | 1,370,000 | 5,654,266 | 1,370,000 | |||||||||||||
Common stock issued for services, value | $ | $ 600 | $ 13,100 | $ 3,189,528 | |||||||||||||
Shares acquisitions | shares | 379,266 | |||||||||||||||
Value acquisitions | $ | $ 3,793 | |||||||||||||||
Oceanside Acquisition [Member] | ||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||
Accrued fee | $ | $ 165,000 | $ 165,000 | ||||||||||||||
Centre Lane Partners Master Credit Fund II, L.P [Member] | ||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||
Shares issued price per share | $ / shares | $ 1.49 | |||||||||||||||
Business acquisition percentage | 100.00% | |||||||||||||||
Shares acquisitions | shares | 2,500,000 | |||||||||||||||
Line of credit | $ | $ 16,451,905 | |||||||||||||||
Value acquisitions | $ | $ 3,725,000 | |||||||||||||||
Spartan Capital Securities, LLC [Member] | ||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||
Capital held for commissions | $ | 779,903 | |||||||||||||||
Other consulting fees | $ | 275,000 | |||||||||||||||
Proceeds from issuance of common stock | $ | $ 3,577,697 | |||||||||||||||
Common stock issued for services | shares | 650,000 | |||||||||||||||
Shares issued price per share | $ / shares | $ 1.60 | |||||||||||||||
Common stock issued for services, value | $ | $ 1,040,000 | |||||||||||||||
Issuance of common stock, shares | shares | 610,000 | |||||||||||||||
Spartan Capital Securities, LLC One [Member] | ||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||
Common stock issued for services | shares | 660,000 | |||||||||||||||
Shares issued price per share | $ / shares | $ 1.64 | |||||||||||||||
Common stock issued for services, value | $ | $ 1,082,400 | |||||||||||||||
MZHCI, Inc [Member] | ||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||
Common stock issued for services | shares | 60,000 | |||||||||||||||
Shares issued price per share | $ / shares | $ 1.50 | $ 1.50 | ||||||||||||||
Common stock issued for services, value | $ | $ 90,000 | |||||||||||||||
Directors And Majority Stockholders [Member] | 2011 Plan [Member] | ||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||
Sale of stock transaction | shares | 900,000 | |||||||||||||||
Issuance of common stock, shares | shares | 180,000 | 697,000 | 337,000 | |||||||||||||
Directors And Majority Stockholders [Member] | 2013 Plan [Member] | ||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||
Sale of stock transaction | shares | 900,000 | |||||||||||||||
Issuance of common stock, shares | shares | 567,000 | 467,000 | ||||||||||||||
Directors And Majority Stockholders [Member] | 2015 Plan [Member] | ||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||
Sale of stock transaction | shares | 1,000,000 | |||||||||||||||
Issuance of common stock, shares | shares | 859,000 | 859,000 | ||||||||||||||
Directors And Majority Stockholders [Member] | 2019 Plan [Member] | ||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||
Sale of stock transaction | shares | 5,000,000 | |||||||||||||||
Private Placement [Member] | One Accredited Investor [Member] | ||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||
Sale of stock transaction | shares | 10,398,700 | |||||||||||||||
Gross proceeds received | $ | $ 5,199,350 | |||||||||||||||
Sale of stock, price per share | $ / shares | $ 0.50 | $ 0.50 | ||||||||||||||
Warrants term | 5 years | 5 years | ||||||||||||||
Warrants to purchase common stock for each share | shares | 1 | 1 | ||||||||||||||
Warrants exercise price | $ / shares | $ 0.75 | $ 0.75 | ||||||||||||||
Private Placement [Member] | 66 Accredited Investor [Member] | ||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||
Number of accredited investors | Investor | 167 | |||||||||||||||
Private Placement Warrants [Member] | Spartan Capital Securities, LLC [Member] | ||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||
Warrants to purchase common stock | shares | 1,039,870 | 1,039,870 |
RELATED PARTIES (Details Narrat
RELATED PARTIES (Details Narrative) - USD ($) | Sep. 22, 2021 | Aug. 31, 2021 | Aug. 12, 2021 | Aug. 12, 2021 | May 26, 2021 | May 26, 2021 | Apr. 26, 2021 | Aug. 15, 2020 | Jul. 31, 2019 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Apr. 26, 2022 | Dec. 31, 2020 | Nov. 30, 2018 |
Related Party Transaction [Line Items] | ||||||||||||||||
Interest rate | 1.50% | |||||||||||||||
Debt Instrument, Interest Rate During Period | 18.00% | |||||||||||||||
Shares issued, shares | 10,398,700 | |||||||||||||||
Debt Instrument, Unamortized Discount | $ 3,808,402 | $ 3,808,402 | $ 40,272 | |||||||||||||
Interest Expense, Related Party | 760,176 | $ 2,045 | 1,334,680 | $ 6,091 | ||||||||||||
Preferred stock cash dividends | 61,706 | 180,122 | 240,642 | 447,369 | ||||||||||||
Notes Payable [Member] | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Debt Instrument, Unamortized Discount | 29,800 | 29,800 | 40,272 | |||||||||||||
Notes Payable, Related Parties | 50,200 | 50,200 | 39,728 | |||||||||||||
Compensation expense | 750,000 | |||||||||||||||
Centre Lane Partners [Member] | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Debt Instrument, Unamortized Discount | 3,778,602 | 3,778,602 | 0 | |||||||||||||
Due to Related Parties | 18,283,232 | 18,283,232 | $ 16,451,905 | |||||||||||||
Common Stock [Member] | Mr. W. Kip Speyer [Member] | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Shares issued, shares | 7,919,017 | |||||||||||||||
Series E and F Preferred Stock [Member] | Mr. W. Kip Speyer [Member] | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Preferred stock cash dividends | 0 | 180,122 | 2,522 | 235,129 | ||||||||||||
First Amendment [Member] | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Proceeds from sale of preferred stock | $ 6,000,000 | |||||||||||||||
Interest rate | 10.00% | |||||||||||||||
Debt Instrument, Interest Rate During Period | 6.00% | 6.00% | ||||||||||||||
Dividends | $ 500,000 | |||||||||||||||
Debt Instrument, Unamortized Discount | $ 2,363,986 | |||||||||||||||
First Amendment [Member] | Common Stock [Member] | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Shares issued, shares | 150,000 | |||||||||||||||
First Amendment [Member] | Maximum [Member] | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Dividends | $ 800,000 | |||||||||||||||
Second Amendment [Member] | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Proceeds from Loans | $ 1,500,000 | |||||||||||||||
Business Exit Costs | $ 750,000 | 750,000 | ||||||||||||||
Debt Instrument, Unamortized Discount | 904,637 | 904,637 | ||||||||||||||
Debt Issuance Costs, Net | $ 1,500,000 | $ 1,500,000 | ||||||||||||||
Second Amendment [Member] | Common Stock [Member] | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Shares issued, shares | 3,000,000 | 3,000,000 | ||||||||||||||
Third Amendment [Member] | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Shares issued, shares | 2,000,000 | |||||||||||||||
Proceeds from Loans | $ 500,000 | |||||||||||||||
Business Exit Costs | 250,000 | $ 250,000 | ||||||||||||||
Debt Instrument, Unamortized Discount | 322,529 | 322,529 | ||||||||||||||
Debt Issuance Costs, Net | $ 500,000 | $ 500,000 | ||||||||||||||
Third Amendment [Member] | Common Stock [Member] | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Shares issued, shares | 2,000,000 | |||||||||||||||
Fourth Amendment [Member] | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Proceeds from Loans | $ 1,100,000 | |||||||||||||||
Business Exit Costs | 550,000 | |||||||||||||||
Debt Instrument, Unamortized Discount | 560,783 | |||||||||||||||
Debt Issuance Costs, Net | 1,100,000 | |||||||||||||||
Fourth Amendment [Member] | Common Stock [Member] | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Debt Instrument, Unamortized Discount | $ 560,783 | |||||||||||||||
Purchase Agreement [Member] | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Debt Instrument, Unamortized Discount | 3,778,602 | 3,778,602 | ||||||||||||||
Interest Expense, Related Party | 720,575 | 0 | 1,081,478 | 0 | ||||||||||||
Two Convertible Note Agreements [Member] | Mr. W. Kip Speyer [Member] | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Debt principal amount | $ 80,000 | |||||||||||||||
Debt conversion price per share | $ 0.40 | |||||||||||||||
Oceanside Merger Agreement [Member] | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Interest Expense, Related Party | 34,027 | 0 | 100,973 | 0 | ||||||||||||
Oceanside Merger Agreement [Member] | Slutzky and Winshman Ltd [Member] | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Shares issued, shares | 12,513,227 | |||||||||||||||
Interest Expense, Related Party | $ 34,027 | 50,672 | $ 100,973 | 50,672 | ||||||||||||
Compensation expense | 250,000 | 250,000 | ||||||||||||||
Debt Instrument, Interest Rate Terms | the Closing Notes accrue interest at a 1.5% per month rate, or 18% annual rate | |||||||||||||||
Incremental charges | $ 300,672 | $ 300,672 |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||||
Income tax provision | $ 0 | $ 0 | $ 0 | $ 0 | |
Unrecognized tax benefits | $ 0 | $ 0 | $ 0 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | Jan. 22, 2022 | Sep. 22, 2021 | Mar. 11, 2022 |
Subsequent Event [Line Items] | |||
Stock Issued During Period, Shares, New Issues | 10,398,700 | ||
Subsequent Event [Member] | Credit Agreement [Member] | |||
Subsequent Event [Line Items] | |||
Proceeds from Loans | $ 3,425,000 | ||
Debt Instrument, Maturity Date | Jun. 30, 2023 | ||
Business Exit Costs | $ 2,065,000 | ||
Stock Issued During Period, Shares, New Issues | 7,500,000 | ||
Subsequent Event [Member] | Settlement Agreement [Member] | |||
Subsequent Event [Line Items] | |||
Litigation Settlement | $ 12,000 | ||
Payment For One Time Settlement | 40,000 | ||
Discount On Payoff Settlement Obligation | $ 160,000 |