Cover
Cover | 9 Months Ended |
Sep. 30, 2021 | |
Cover [Abstract] | |
Document Type | S-1 |
Amendment Flag | false |
Entity Registrant Name | GROM SOCIAL ENTERPRISES, INC. |
Entity Central Index Key | 0001662574 |
Entity Tax Identification Number | 46-5542401 |
Entity Incorporation, State or Country Code | FL |
Entity Address, Address Line One | 2060 NW Boca Raton Blvd. |
Entity Address, Address Line Two | #6 |
Entity Address, City or Town | Boca Raton |
Entity Address, State or Province | FL |
Entity Address, Postal Zip Code | 33431 |
City Area Code | (561) |
Local Phone Number | 287-5776 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Elected Not To Use the Extended Transition Period | false |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 9,102,728 | $ 120,300 |
Accounts receivable, net | 472,059 | 587,932 |
Inventory, net | 127,626 | 48,198 |
Prepaid expenses and other current assets | 714,284 | 386,165 |
Total current assets | 10,416,697 | 1,142,595 |
Operating lease right of use assets | 379,493 | 602,775 |
Property and equipment, net | 628,773 | 965,109 |
Goodwill | 12,758,924 | 8,380,504 |
Intangible assets, net | 6,433,865 | 5,566,339 |
Deferred tax assets, net -- noncurrent | 502,145 | 531,557 |
Other assets | 73,738 | 76,175 |
Total assets | 31,193,635 | 17,265,054 |
Current liabilities: | ||
Accounts payable | 639,472 | 1,126,114 |
Accrued liabilities | 408,338 | 1,794,232 |
Advanced payments and deferred revenues | 557,528 | 967,053 |
Convertible notes, net -- current | 1,879,853 | 2,349,677 |
Loans payable -- current | 0 | 189,963 |
Related party payables | 50,000 | 143,741 |
Income taxes payable | 0 | 102,870 |
Lease liabilities -- current | 303,554 | 304,326 |
Total current liabilities | 3,838,745 | 6,977,976 |
Convertible notes, net of loan discounts | 1,312,335 | 897,349 |
Lease liabilities | 101,299 | 328,772 |
Loans payable | 0 | 95,931 |
Other noncurrent liabilities | 458,926 | 367,544 |
Total liabilities | 5,711,305 | 8,667,572 |
Commitments and contingencies | ||
Stockholders’ Equity: | ||
Common stock, $0.001 par value. 500,000,000 shares authorized; 12,325,736 and 5,886,073 shares issued and outstanding as of September 30, 2021 and December 31, 2020, respectively | 12,326 | 5,886 |
Additional paid-in capital | 88,490,096 | 64,417,218 |
Accumulated deficit | (62,920,855) | (55,791,914) |
Accumulated other comprehensive loss | (85,061) | (39,334) |
Total Grom Social Enterprises Inc. stockholders’ equity | 25,505,906 | 8,597,482 |
Noncontrolling interests | (23,576) | 0 |
Total stockholders’ equity | 25,482,330 | 8,597,482 |
Total liabilities and equity | 31,193,635 | 17,265,054 |
Series A Preferred Stock [Member] | ||
Stockholders’ Equity: | ||
Preferred Stock, Value, Issued | 0 | 0 |
Series B Preferred Stock [Member] | ||
Stockholders’ Equity: | ||
Preferred Stock, Value, Issued | 0 | 5,626 |
Series C Preferred Stock [Member] | ||
Stockholders’ Equity: | ||
Preferred Stock, Value, Issued | $ 9,400 | $ 0 |
Consolidated Balance Sheets (_2
Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Sep. 30, 2021 | May 20, 2021 | Dec. 31, 2020 | Aug. 04, 2020 |
Preferred stock, par value | $ 0.001 | |||
Preferred stock, shares authorized | 25,000,000 | |||
Common stock, par value | $ 0.001 | $ 0.001 | ||
Common stock, shares authorized | 500,000,000 | 500,000,000 | ||
Common stock, shares issued | 12,325,736 | 5,886,073 | ||
Common stock, shares outstanding | 12,325,736 | 5,886,073 | ||
Series A Preferred Stock [Member] | ||||
Preferred stock, par value | $ 0.001 | $ 0.001 | ||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | ||
Preferred stock, shares issued | 0 | 0 | ||
Preferred stock, shares outstanding | 0 | 0 | ||
Series B Preferred Stock [Member] | ||||
Preferred stock, par value | $ 0.001 | $ 0.001 | ||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 | |
Preferred stock, shares issued | 0 | 5,625,884 | ||
Preferred stock, shares outstanding | 0 | 5,625,884 | ||
Series C Preferred Stock [Member] | ||||
Preferred stock, par value | $ 0.001 | $ 0.001 | ||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 | |
Preferred stock, shares issued | 9,400,259 | 0 | ||
Preferred stock, shares outstanding | 9,400,259 | 0 |
Consolidated Statements of Oper
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 | |
Income Statement [Abstract] | ||||
Sales | $ 1,514,692 | $ 1,439,155 | $ 4,778,527 | $ 4,478,373 |
Cost of goods sold | 741,436 | 573,455 | 2,375,551 | 1,846,728 |
Gross profit | 773,256 | 865,700 | 2,402,976 | 2,631,645 |
Operating expenses: | ||||
Depreciation and amortization | 196,168 | 234,461 | 620,666 | 623,660 |
Selling and marketing | 51,256 | 35,420 | 130,167 | 91,697 |
General and administrative | 1,892,327 | 1,009,162 | 4,683,481 | 3,552,390 |
Professional fees | 326,800 | 311,813 | 839,831 | 419,291 |
Stock based compensation | 460,146 | 0 | 460,146 | 62,600 |
Total operating expenses | 2,926,697 | 1,590,856 | 6,734,291 | 4,749,638 |
Loss from operations | (2,153,441) | (725,156) | (4,331,315) | (2,117,993) |
Other income (expense) | ||||
Interest expense, net | (492,783) | (330,006) | (2,236,545) | (1,220,148) |
Loss on settlement of debt | 0 | (1,191,089) | (947,179) | (1,191,089) |
Unrealized gain on change in fair value of derivative liabilities | 0 | 22,764 | 0 | 8,831 |
Other gains (losses) | 313,787 | 2,467 | 362,522 | (563) |
Total other income (expense) | (178,996) | (1,495,864) | (2,821,202) | (2,402,969) |
Loss before income taxes | (2,332,437) | (2,221,020) | (7,152,517) | (4,520,962) |
Provision for income taxes (benefit) | 0 | 0 | 0 | 0 |
Net loss | (2,332,437) | (2,221,020) | (7,152,517) | (4,520,962) |
Loss attributable to noncontrolling interest | (23,576) | 0 | (23,576) | 0 |
Net loss attributable to Grom Social Enterprises Inc. stockholders | (2,308,861) | (2,221,020) | (7,128,941) | (4,520,962) |
Convertible preferred stock beneficial conversion feature and other discounts accreted as a deemed dividend | 0 | (277,500) | 0 | (277,500) |
Net loss attributable to Grom Social Enterprises Inc. common stockholders | $ (2,308,861) | $ (2,498,520) | $ (7,128,941) | $ (4,798,462) |
Basic and diluted loss per common share | $ (0.21) | $ (0.45) | $ (0.91) | $ (0.87) |
Weighted-average number of common shares outstanding: | ||||
Basic and diluted | 11,118,290 | 5,540,233 | 7,808,344 | 5,528,061 |
Comprehensive loss: | ||||
Net loss | $ (2,332,437) | $ (2,221,020) | $ (7,152,517) | $ (4,520,962) |
Foreign currency translation adjustment | (67,596) | 60,721 | (45,727) | 123,557 |
Comprehensive loss | (2,400,033) | (2,160,299) | (7,198,244) | (4,397,405) |
Comprehensive loss attributable to noncontrolling interests | (23,576) | 0 | (23,576) | 0 |
Comprehensive loss attributable to Grom Social Enterprises Inc. stockholders | $ (2,376,457) | $ (2,160,299) | $ (7,174,668) | $ (4,397,405) |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholder's Equity (Unaudited) - USD ($) | Preferred Stock Series A [Member] | Preferred Stock Series B [Member] | Preferred Stock Series C [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | AOCI Attributable to Parent [Member] | Noncontrolling Interest [Member] | Total |
Beginning balance, value at Dec. 31, 2019 | $ 925 | $ 5,231 | $ 58,316,882 | $ (50,048,481) | $ (97,560) | $ 8,176,997 | |||
Beginning balance, shares at Dec. 31, 2019 | 925,000 | 5,230,713 | |||||||
Net income (loss) | (4,520,962) | (4,520,962) | |||||||
Change in foreign currency translation | 123,557 | 123,557 | |||||||
Issuance of Series B preferred stock with common stock in connection with sales made under private offerings | $ 484 | 483,016 | 483,500 | ||||||
Issuance of Series B preferred stock with common stock in connection with sales made under private offerings, shares | 483,500 | ||||||||
Exchange of convertible notes and accrued interest for Series B preferred stock | $ 3,624 | 3,620,260 | 3,623,884 | ||||||
Exchange of convertible notes and accrued interest for Series B preferred stock, shares | 3,623,884 | ||||||||
Issuance of common stock in exchange for consulting, professional and other services | $ 191 | 555,249 | 555,440 | ||||||
Issuance of common stock in exchange for consulting, professional and other services, shares | 191,034 | ||||||||
Ending balance, value at Sep. 30, 2020 | 5,310 | $ 5,826 | 63,896,518 | (54,569,443) | 25,997 | 9,364,208 | |||
Issuance of common stock in lieu of cash for accounts payable, loans payable and other accrued obligations | $ 15 | 49,985 | 50,000 | ||||||
Issuance of common stock in lieu of cash for accounts payable, loans payable and other accrued obligations, shares | 15,625 | ||||||||
Issuance of common stock in connection with the issuance of convertible note(s) | $ 340 | 735,674 | 736,014 | ||||||
Issuance of common stock in connection with the issuance of convertible notes, shares | 339,678 | ||||||||
Conversion of convertible notes and accrued interest into common stock | $ 36 | 56,013 | 56,049 | ||||||
Ending balance, shares at Sep. 30, 2020 | 5,309,884 | 5,826,381 | |||||||
Conversion of convertible notes and accrued interest into common stock, shares | 36,206 | ||||||||
Recognition of beneficial conversion features related to convertible notes | 44,129 | 44,129 | |||||||
Issuance of common stock in connection with the exercise of common stock purchase warrants, shares | |||||||||
Issuance of common stock as compensation to employees, officers and/or directors | $ 13 | 35,587 | 35,600 | ||||||
Issuance of common stock as compensation to employees, officers and/or directors, shares | 13,125 | ||||||||
Beginning balance, value at Jun. 30, 2020 | $ 925 | $ 250 | $ 5,753 | 59,844,058 | (52,348,423) | (34,724) | 7,467,839 | ||
Beginning balance, shares at Jun. 30, 2020 | 925,000 | 250,000 | 5,752,647 | ||||||
Net income (loss) | (2,221,020) | (2,221,020) | |||||||
Change in foreign currency translation | 60,721 | 60,721 | |||||||
Issuance of Series B preferred stock with common stock in connection with sales made under private offerings | $ 234 | 233,266 | 233,500 | ||||||
Issuance of Series B preferred stock with common stock in connection with sales made under private offerings, shares | 233,500 | ||||||||
Exchange of convertible notes and accrued interest for Series B preferred stock | $ 3,624 | ||||||||
Exchange of convertible notes and accrued interest for Series B preferred stock, shares | 3,623,884 | ||||||||
Issuance of common stock in exchange for consulting, professional and other services | $ 53 | 173,182 | 173,235 | ||||||
Issuance of common stock in exchange for consulting, professional and other services, shares | 53,422 | ||||||||
Ending balance, value at Sep. 30, 2020 | 5,310 | $ 5,826 | 63,896,518 | (54,569,443) | 25,997 | 9,364,208 | |||
Issuance of common stock in lieu of cash for accounts payable, loans payable and other accrued obligations, shares | |||||||||
Conversion of convertible notes and accrued interest into common stock | $ 20 | 26,029 | 26,049 | ||||||
Ending balance, shares at Sep. 30, 2020 | 5,309,884 | 5,826,381 | |||||||
Conversion of convertible notes and accrued interest into common stock, shares | 20,312 | ||||||||
Beginning balance, value at Dec. 31, 2020 | $ 5,626 | $ 5,886 | 64,417,218 | (55,791,914) | (39,334) | 8,597,482 | |||
Beginning balance, shares at Dec. 31, 2020 | 5,625,884 | 5,886,073 | |||||||
Net income (loss) | (7,128,941) | (23,576) | (7,152,517) | ||||||
Change in foreign currency translation | (45,727) | (45,727) | |||||||
Issuance of Series B preferred stock with common stock in connection with sales made under private offerings | $ 950 | 949,050 | 950,000 | ||||||
Issuance of Series B preferred stock with common stock in connection with sales made under private offerings, shares | 950,000 | ||||||||
Issuance of Series B preferred stock in exchange for consulting, professional and other services | $ 75 | 74,925 | 75,000 | ||||||
Issuance of Series B preferred stock in exchange for consulting, professional and other services, shares | 75,000 | ||||||||
Exchange of convertible notes and accrued interest for Series B preferred stock | $ 2,564 | 2,561,611 | 2,564,175 | ||||||
Exchange of convertible notes and accrued interest for Series B preferred stock, shares | 2,564,175 | ||||||||
Exchange of Series B preferred stock for Series C preferred stock | $ (9,215) | $ 9,215 | |||||||
Exchange of Series B preferred stock for Series C preferred stock, shares | (9,215,059) | 9,215,059 | |||||||
Issuance of common stock in exchange for consulting, professional and other services | 150 | 511,308 | 511,458 | ||||||
Issuance of Series C preferred stock with common stock in connection with sales made under private offerings | 100 | 99,900 | 100,000 | ||||||
Issuance of common stock in exchange for consulting, professional and other services, shares | 150,393 | ||||||||
Ending balance, value at Sep. 30, 2021 | 9,400 | $ 12,326 | 88,490,096 | (62,920,855) | (85,061) | (23,576) | 25,482,330 | ||
Issuance of common stock in connection with the issuance of convertible note(s) | $ 18 | 39,732 | 39,750 | ||||||
Issuance of common stock in connection with the issuance of convertible notes, shares | 17,746 | ||||||||
Issuance of common stock warrants in connection with the issuance of convertible note(s) | 1,895,078 | 1,895,078 | |||||||
Issuance of common stock in connection with the acquisition of a business | $ 1,772 | 4,998,228 | 5,000,000 | ||||||
Issuance of common stock in connection with the acquisition of a business ,shares | 1,771,883 | ||||||||
Stock based compensation expense related to stock options | 33,698 | 33,698 | |||||||
Conversion of convertible notes and accrued interest into common stock | $ 1,465 | 1,766,832 | 1,768,297 | ||||||
Ending balance, shares at Sep. 30, 2021 | 9,400,259 | 12,325,736 | |||||||
[custom:IssuanceOfSeriesCPreferredStockWithCommonStockInConnectionWithSalesMadeUnderPrivateOfferings] | $ 100 | 99,900 | 100,000 | ||||||
Issuance of Series C preferred stock with common stock in connection with sales made under private offerings, shares | 100,000 | ||||||||
Conversion of convertible notes and accrued interest into common stock, shares | 1,464,966 | ||||||||
Issuance of common stock in connection with sales made under public offerings | $ 2,771 | 10,312,553 | 10,315,324 | ||||||
Recognition of beneficial conversion features related to convertible notes | 318,616 | 318,616 | |||||||
Stock Issued During Period, Value, New Issues | $ 2,771 | 10,312,553 | 10,315,324 | ||||||
Issuance of common stock in connection with sales made under public offerings, shares | 2,771,084 | ||||||||
Issuance of common stock in connection with the exercise of common stock purchase warrants | $ 106 | (106) | |||||||
Issuance of common stock in connection with the exercise of common stock purchase warrants, shares | 105,648 | ||||||||
Issuance of common stock as compensation to employees, officers and/or directors | $ 158 | 426,288 | 426,446 | ||||||
Issuance of common stock as compensation to employees, officers and/or directors, shares | 157,943 | ||||||||
Beginning balance, value at Jun. 30, 2021 | $ 9,315 | $ 9,560 | 79,454,922 | (60,611,994) | (17,465) | 18,844,338 | |||
Beginning balance, shares at Jun. 30, 2021 | 9,315,059 | 9,560,071 | |||||||
Net income (loss) | (2,308,861) | (23,576) | (2,332,437) | ||||||
Change in foreign currency translation | (67,596) | (67,596) | |||||||
Issuance of common stock in exchange for consulting, professional and other services | $ 86 | 255,011 | 255,097 | ||||||
Issuance of common stock in exchange for consulting, professional and other services, shares | 86,522 | ||||||||
Ending balance, value at Sep. 30, 2021 | 9,400 | $ 12,326 | 88,490,096 | (62,920,855) | (85,061) | (23,576) | 25,482,330 | ||
Issuance of common stock in connection with the issuance of convertible note(s) | $ 5 | 9,995 | 10,000 | ||||||
Issuance of common stock in connection with the issuance of convertible notes, shares | 4,464 | ||||||||
Issuance of common stock warrants in connection with the issuance of convertible note(s) | 1,200,434 | 1,200,434 | |||||||
Issuance of common stock in connection with the acquisition of a business | $ 1,772 | 4,998,228 | 5,000,000 | ||||||
Issuance of common stock in connection with the acquisition of a business ,shares | 1,771,883 | ||||||||
Stock based compensation expense related to stock options | 33,698 | 33,698 | |||||||
Conversion of convertible notes and accrued interest into common stock | $ 384 | 665,008 | 665,392 | ||||||
Ending balance, shares at Sep. 30, 2021 | 9,400,259 | 12,325,736 | |||||||
Conversion of convertible notes and accrued interest into common stock, shares | 383,405 | ||||||||
Issuance of common stock in connection with sales made under public offerings | $ 361 | 1,361,347 | 1,361,708 | ||||||
Stock Issued During Period, Value, New Issues | $ 361 | 1,361,347 | 1,361,708 | ||||||
Issuance of common stock in connection with sales made under public offerings, shares | 361,445 | ||||||||
Issuance of common stock as compensation to employees, officers and/or directors | $ 158 | $ 426,288 | $ 426,446 | ||||||
Issuance of common stock as compensation to employees, officers and/or directors, shares | 157,943 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Cash flows from operating activities: | ||
Net loss | $ (7,152,517) | $ (4,520,962) |
Adjustments to reconcile net loss to cash used in operating activities: | ||
Depreciation and amortization | 620,666 | 623,660 |
Amortization of debt discount | 1,623,921 | 510,252 |
Common stock issued for financing costs | 10,000 | 167,614 |
Common stock issued in exchange for fees and services | 586,457 | 555,440 |
Convertible notes issued for financing costs | 59,633 | |
Deferred taxes | 29,412 | (27,472) |
Stock based compensation | 460,146 | 62,600 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 115,873 | 99,185 |
Inventory | 33,979 | (778) |
Prepaid expenses and other current assets | (326,067) | (12,717) |
Operating lease right of use assets | (5,014) | 28,233 |
Other assets | 2,437 | 5,899 |
Accounts payable | (485,433) | 542,321 |
Accrued liabilities | (1,148,692) | 288,891 |
Advanced payments and deferred revenues | (409,525) | 115,176 |
Income taxes payable and other noncurrent liabilities | (11,489) | (37,471) |
Related party payables | (95,741) | (248,904) |
Net cash used in operating activities | (5,373,687) | (666,775) |
Cash flows from investing activities: | ||
Cash consideration for acquisition of business | (400,000) | 0 |
Purchase of fixed assets | (25,789) | (571,563) |
Net cash used in investing activities | (425,789) | (571,563) |
Cash flows from financing activities: | ||
Proceeds from issuance of preferred stock, net of issuance costs | 1,050,000 | 483,500 |
Proceeds from issuance of common stock, net of issuance costs | 10,317,324 | 0 |
Proceeds from issuance of convertible notes | 4,516,700 | 3,655,000 |
Proceeds from loans payable | 0 | 253,912 |
Repayments of convertible notes | (1,058,307) | (3,368,812) |
Repayments of loans payable | (56,982) | 0 |
Net cash provided by financing activities | 14,768,735 | 1,023,600 |
Effect of exchange rates on cash and cash equivalents | (13,239) | 101,492 |
Net increase (decrease) in cash and cash equivalents | 8,956,020 | (113,246) |
Cash and cash equivalents at beginning of period | 146,708 | 506,219 |
Cash and cash equivalents at end of period | 9,102,728 | 392,973 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 74,299 | 0 |
Cash paid for income taxes | 0 | 0 |
Supplemental disclosure of non-cash investing and financing activities: | ||
Common stock issued for financing costs incurred in connection with convertible and promissory notes | 29,750 | 568,400 |
Common stock issued to reduce accounts payable and other accrued liabilities | 0 | 50,000 |
Common stock warrants issued in connection with convertible promissory notes | 1,895,078 | 0 |
Conversion of convertible notes and accrued interest into common stock | 1,766,297 | 30,000 |
Conversion of convertible notes and accrued interest into preferred stock | 1,616,996 | 0 |
Discount for beneficial conversion features on convertible notes | $ 318,616 | $ 44,129 |
NATURE OF OPERATIONS
NATURE OF OPERATIONS | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
NATURE OF OPERATIONS | 1. NATURE OF OPERATIONS Grom Social Enterprises, Inc. (the “Company”, “Grom” “we”, “us” or “our”), a Florida corporation f/k/a Illumination America, Inc. (“Illumination”), is a media, technology and entertainment company that focuses on delivering content to children under the age of 13 years in a safe secure platform that is compliant with the Children’s Online Privacy Protection Act (“COPPA”) and can be monitored by parents or guardians. The Company conducts its business through the following five operating subsidiaries: · Grom Social, Inc. (“Grom Social”) was incorporated in the State of Florida on March 5, 2012 and operates the Company’s social media network designed for children under the age of 13 years. · TD Holdings Limited (“TD Holdings”) was incorporated in Hong Kong on September 15, 2005. TD Holdings operates through its two subsidiary companies: (i) Top Draw Animation Hong Kong Limited (“TDAHK”), a Hong Kong corporation and (ii) Top Draw Animation, Inc. (“Top Draw” or “TDA”), a Philippines corporation. The group’s principal activities are the production of animated films and televisions series. · Grom Educational Services, Inc. (“GES”) was incorporated in the State of Florida on January 17, 2017. GES operates the Company’s web filtering services provided to schools and government agencies. · Grom Nutritional Services, Inc. (“GNS”) was incorporated in the State of Florida on April 19, 2017. GNS intends to market and distribute nutritional supplements to children. GNS has not generated any revenue since its inception. · Curiosity Ink Media, LLC (“Curiosity”), organized in the State of Delaware on January 5, 2017, acquires and develops kids and family entertainment properties and associated business opportunities. The Company owns 100% of each of Grom Social, TD Holdings, GES and GNS, and 80% of Curiosity. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Impact of COVID-19 On January 30, 2020, the World Health Organization announced a global health emergency because of the spread of a new strain of the novel coronavirus (“COVID-19”). On March 11, 2020, the World Health Organization declared the outbreak of COVID-19, a global pandemic. COVID-19 has and continues to significantly affect the United States and global economies. The Company has experienced significant disruptions to its business and operations due to circumstances related to COVID-19, and delays caused government-imposed quarantines, office closings and travel restrictions, which affect both the Company’s and its service providers. The Company has significant operations in Manila, Philippines, which was locked down by the government on March 12, 2020 due to concerns related to the spread of COVID-19. As a result of the Philippines government’s call to contain COVID-19, the Company’s animation studio, located in Manila, Philippines, which accounts for approximately 90% of the Company’s total revenues on a consolidated basis, has been mostly closed. In response to the outbreak and business disruption, the Company has instituted employee safety protocols to contain the spread, including domestic and international travel restrictions, work-from-home practices, extensive cleaning protocols, social distancing and various temporary closures of its administrative offices and production studio. The Company has implemented a range of actions aimed at temporarily reducing costs and preserving liquidity. The outbreak has and may continue to spread, which could materially impact the Company’s business. The full extent of potential impacts on the Company’s business, financing activities and the global economy will depend on future developments, which cannot be predicted due to the uncertain nature of the continued COVID-19 pandemic, government mandated shut downs, and its adverse effects, including new information which may emerge concerning the severity of COVID-19 and the actions to contain COVID-19 or treat its impact, among others. These effects could have a material adverse impact on the Company’s business, operations, financial condition and results of operations. Management’s Representation of Interim Financial Statements The accompanying unaudited condensed consolidated financial statements have been prepared by the Company without audit pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The Company uses the same accounting policies in preparing quarterly and annual financial statements. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) have been condensed or omitted as allowed by such rules and regulations, and management believes that the disclosures are adequate to make the information presented not misleading. These condensed consolidated financial statements include all of the adjustments, which in the opinion of management are necessary to a fair presentation of financial position and results of operations. All such adjustments are of a normal and recurring nature. Interim results are not necessarily indicative of results for a full year. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto at December 31, 2020, as presented in the Company’s Annual Report on Form 10-K filed on April 13, 2021 with the SEC. Basis of Presentation The condensed consolidated financial statements of the Company have been prepared in accordance with GAAP and are expressed in United States dollars. For the three and nine months ended September 30, 2021, the condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries Grom Social, TD Holdings, GES, and GNS. All intercompany accounts and transactions are eliminated in consolidation. Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The most significant estimates relate to revenue recognition, valuation of accounts receivable and inventories, purchase price allocation of acquired businesses, impairment of long-lived assets and goodwill, valuation of financial instruments, income taxes, and contingencies. The Company bases its estimates on historical experience, known or expected trends and various other assumptions that are believed to be reasonable given the quality of information available as of the date of these financial statements. The results of these assumptions provide the basis for making estimates about the carrying amounts of assets and liabilities that are not readily apparent from other sources. Actual results could differ from these estimates. Revenue Recognition The Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606) Other Assets and Deferred Costs – Contracts with Customers Animation Revenue For the nine months ended September 30, 2021 and 2020, the Company recorded a total of $ 4,373,409 4,015,061 Animation revenue is primarily generated from contracts with customers for preproduction and production services related to the development of animated movies and television series. Preproduction activities include producing storyboards, location design, model and props design, background color and color styling. Production focuses on library creation, digital asset management, background layout scene assembly, posing, animation and aftereffects. The Company provides services under fixed-price contracts. Under fixed-price contracts, the Company agrees to perform the specified work for a pre-determined price. To the extent actual costs vary from estimated costs, the Company’s profit may increase, decrease, or result in a loss. The Company identifies a contract under ASC 606 once (i) it is approved by all parties, (ii) the rights of the parties are identified, (iii) the payment terms are identified, (iv) the contract has commercial substance, and (v) collectability of consideration is probable. The Company evaluates the services promised in each contract at inception to determine whether the contract should be accounted for as having one or more performance obligations. The services in the Company’s contracts are distinct from one another as the referring parties typically can direct all, limited, or single portions of the various preproduction and production activities required to create and design and entire episode to us and we therefore have a history of developing standalone selling prices for all of these distinct components. Accordingly, our contracts are typically accounted for as containing multiple performance obligations. The Company determines the transaction price for each contract based on the consideration it expects to receive for the distinct services being provided under the contract. The Company recognizes revenue as performance obligations are satisfied and the customer obtains control of the services. In determining when performance obligations are satisfied, the Company considers factors such as contract terms, payment terms and whether there is an alternative future use of the product or service. Substantially all of the Company’s revenue is recognized over time as it performs under the contract due to the contractual terms present in each contract which irrevocably transfer control of the work product to the customer as the services are performed. For performance obligations recognized over time, revenue is recognized based on the extent of progress made towards completion of the performance obligation. The Company uses the percentage-of-completion cost-to-cost measure of progress because it best depicts the transfer of control to the customer as the Company incurs costs against its contracts. Under the percentage-of-completion cost-to-cost measure of progress, the extent of progress towards completion is measured based on the ratio of costs incurred to date to the total estimated costs to complete the performance obligation. The percentage-of-completion cost-to-cost method requires management to make estimates and assumptions that affect the reported amounts of contract assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The most significant estimates relate to the total estimated amount of costs that will be incurred for a project or job. Web Filtering Revenue For the nine months ended September 30, 2021 and 2020, the Company recorded a total of $ 403,676 460,984 Web filtering revenue from subscription sales is recognized on a pro-rata basis over the subscription period. Typically, a subscriber purchases computer hardware and a software and support service license for a period of use between one year to five years. The subscriber is billed in full at the time of the sale. The Company immediately recognizes revenue attributable to the computer hardware as it is non-refundable and control passes to the customer. The advanced billing component for software and service is initially recorded as deferred revenue and subsequently recognized as revenue on a straight-line basis over the subscription period. Contract Assets and Liabilities Animation revenue contracts vary with movie contracts typically allowing for progress billings over the contract term while other episodic development activities are typically billable upon delivery of the performance obligation for an episode. These episodic activities typically create unbilled contract assets between episode delivery dates while movies can create contract assets or liabilities based on the progress of activities versus the arranged billing schedule. Revenues from web filtering contracts are all billed in advance and therefore represent contract liabilities until fully recognized on a ratable basis over the contract life. The following table depicts the composition of the Company’s contract assets and liabilities as of September 30, 2021 and December 31, 2020: Schedule of contract assets and liabilities September 30, 2021 December 31, 2020 Animation contract assets $ 459,634 $ 525,709 Web filtering contract assets 5,088 54,886 Other contract assets 7,337 7,337 Total contract assets $ 472,059 $ 587,932 Animation contract liabilities $ 96,697 $ 410,709 Web filtering contract liabilities 449,331 544,844 Other contract liabilities 11,500 11,500 Total contract liabilities $ 557,528 $ 967,053 Recent Accounting Pronouncements The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new pronouncements that have been issued that might have a material impact on its financial position or results of operations except as noted below: In January 2017, the FASB issued Accounting Standards Update No. 2017-04, Simplifying the Test for Goodwill Impairment On November 15, 2019, the FASB issued ASU 2019-10, which (1) provides a framework to stagger effective dates for future major accounting standards and (2) amends the effective dates for certain major new accounting standards to give implementation relief to certain types of entities. Specifically, ASU 2019-10 amends the effective date for ASU 2017-04 to fiscal years beginning after December 15, 2022, and interim periods therein. Early adoption continues to be permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company does not anticipate the adoption of ASU 2017-04 will have a material impact on its financial statements for both annual and interim reporting periods. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740) In February 2020, the FASB issued ASU 2020-02, Financial Instruments-Credit Losses (Topic 326) and Leases (Topic 842) - Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 119 and Update to SEC Section on Effective Date Related to Accounting Standards Update No. 2016-02, Leases (Topic 842) In August 2020, the FASB issued ASU 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815 – 40) |
BUSINESS COMBINATIONS
BUSINESS COMBINATIONS | 9 Months Ended |
Sep. 30, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
BUSINESS COMBINATIONS | 3. BUSINESS COMBINATIONS Acquisition of Curiosity Ink Media, LLC On July 29, 2021, the Company entered into a membership interest purchase agreement (the “Purchase Agreement”) with Curiosity Ink Media LLC, a Delaware limited liability company (“Curiosity”) and the holders of all of Curiosity’s outstanding membership interests (the “Sellers”), for the purchase of 80 On August 19, 2021, pursuant to the terms of the Purchase Agreement, the Company consummated the Acquisition and acquired the Purchased Interests in consideration for the issuance to the Sellers of an aggregate of 1,771,883 2.82 Pursuant to the Purchase Agreement, the Company also paid $ 400,000 8 278,000 The Note is convertible into shares of common stock of the Company at a conversion price of $ 3.28 The Sellers also have the ability to earn up to $17,500,000 (payable 50% in cash and 50% in stock) upon the achievement of certain performance milestones as of December 31, 2025. Schedule of Recognized Identified Assets Acquired and Liabilities Assumed Consideration Paid: Cash and cash equivalents $ 400,000 Common stock 5,000,000 Convertible notes 278,000 Fair value of total consideration $ 5,678,000 Recognized amount of identifiable assets acquired, and liabilities assumed: Financial assets: Cash and cash equivalents $ 26,408 Inventory 113,408 Prepaids and other assets 2,052 Intangible assets 1,157,712 Goodwill 4,378,420 Total identifiable assets acquired, and liabilities assumed $ 5,678,000 The Company expects to perform a valuation study on this acquisition by December 31, 2021 to determine the level of intangible assets. |
ACCOUNTS RECEIVABLE, NET
ACCOUNTS RECEIVABLE, NET | 9 Months Ended |
Sep. 30, 2021 | |
Receivables [Abstract] | |
ACCOUNTS RECEIVABLE, NET | 4. ACCOUNTS RECEIVABLE, NET The following table sets forth the components of the Company’s accounts receivable at September 30, 2021, and December 31, 2020: Schedule of accounts receivable September 30, 2021 December 31, 2020 Billed accounts receivable $ 376,529 $ 443,806 Unbilled accounts receivable 137,408 188,029 Allowance for doubtful accounts (41,878 ) (43,903 ) Total accounts receivable, net $ 472,059 $ 587,932 During the nine months ended September 30, 2021, the Company had four customers that accounted for 81.0 82.4 68.5 29.9 |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 9 Months Ended |
Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | 5. PROPERTY AND EQUIPMENT The following table sets forth the components of the Company’s property and equipment at September 30, 2021 and December 31, 2020: Schedule of property and equipment September 30, 2021 December 31, 2020 Cost Accumulated Depreciation Net Book Value Cost Accumulated Depreciation Net Book Value Capital assets subject to depreciation: Computers, software and office equipment $ 2,696,708 $ (2,347,083 ) $ 349,625 $ 2,800,872 $ (2,257,797 ) $ 543,075 Machinery and equipment 184,368 (158,822 ) 25,546 192,988 (152,149 ) 40,839 Vehicles 158,590 (124,667 ) 33,923 163,525 (106,826 ) 56,699 Furniture and fixtures 405,192 (366,052 ) 39,140 422,234 (364,655 ) 57,579 Leasehold improvements 1,090,960 (935,789 ) 155,171 1,143,704 (903,381 ) 240,323 Total fixed assets 4,535,818 (3,932,413 ) 603,405 4,723,323 (3,784,808 ) 938,515 Capital assets not subject to depreciation: Construction in progress 25,368 – 25,368 26,594 – 26,594 Total fixed assets $ 4,561,186 $ (3,932,413 ) $ 628,773 $ 4,749,917 $ (3,784,808 ) $ 965,109 For the three months ended September 30, 2021 and 2020, the Company recorded depreciation expense of $ 330,479 333,473 |
LEASES
LEASES | 9 Months Ended |
Sep. 30, 2021 | |
Leases [Abstract] | |
LEASES | 6. LEASES The Company has entered into operating leases primarily for real estate. These leases have terms which range from three years to five years, and often include one or more options to renew or in the case of equipment rental, to purchase the equipment. In the United States, the Company leases approximately 2,100 square feet of office space in Boca Raton, Florida at the rate of $4,000 per month pursuant to a three-year lease which expires in October 2021. The Florida office space is the location of the Company’s corporate headquarters and administrative staff. The Company’s animation operations leases portions of three floors aggregating approximately 28,800 square feet in the West Tower of the Philippine Stock Exchange Centre in Pasig City, Manila. The space is used for administration and production purposes. The Company pays approximately $24,000 per month in the aggregate for such space (which increases by approximately 5% annually). These leases expire in December 2022. The Company’s web filtering operations lease approximately 1,400 square feet of office space in Norcross, Georgia. The Company pays approximately $2,100 per month pursuant to a five-year lease which expires in December 2023. The lease payment increases by approximately 3% annually. These operating leases are listed as separate line items on the Company’s condensed consolidated financial statements and represent the Company’s right to use the underlying asset for the lease term. The Company’s obligation to make lease payments are also listed as separate line items on the Company’s condensed consolidated financial statements. Operating lease right-of-use assets and liabilities commencing after January 1, 2019 are recognized at commencement date based on the present value of lease payments over the lease term. Based on the present value of the lease payments for the remaining lease term of the Company’s existing leases, the Company recognized ROU assets and lease liabilities for operating leases of approximately $ 379,493 303,554 101,299 272,980 The following table presents the remaining amortization of the Company’s lease liabilities under ASC 842 for each of the following years ending December 31: Schedule of Future Minimum Rental Payments for Operating Leases 2021 $ 76,082 2022 302,781 2023 25,990 Total $ 404,853 Because the rate implicit in each lease is not readily determinable, the Company uses its incremental borrowing rate to determine the present value of the lease payments. Information related to the Company’s operating ROU assets and related lease liabilities are as follows: Schedule of operating right-of-use assets Nine Months Ended Cash paid for operating lease liabilities $ 277,994 Weighted-average remaining lease term 1.7 Weighted-average discount rate 10% Minimum future lease payments $ 453,889 The remaining future minimum payment obligations at September 30, 2021 for operating leases are as follows: Schedule of amortization of lease liabilities 2021 $ 89,642 2022 $ 335,659 2023 $ 28,588 |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS | 9 Months Ended |
Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND INTANGIBLE ASSETS | 7. GOODWILL AND INTANGIBLE ASSETS Goodwill represents the future economic benefit arising from other assets acquired that could not be individually identified and separately recognized. The goodwill arising from the Company’s acquisitions is attributable to the value of the potential expanded market opportunity with new customers. The following table sets forth the changes in the carrying amount of the Company’s goodwill at September 30, 2021: Schedule of Goodwill Balance, January 1, 2021 $ 8,380,504 Acquisition of Curiosity 4,378,420 Balance, September 30, 2021 $ 12,758,924 See Note 3 – Business Combinations for more information. The following table sets forth the components of the Company’s intangible assets at September 30, 2021 and December 31, 2020: Schedule of intangible assets September 30, 2021 December 31, 2020 Amortization Period (Years) Gross Carrying Amount Accumulated Amortization Net Book Value Gross Carrying Amount Accumulated Amortization Net Book Value Intangible assets subject to amortization: Customer relationships 10.00 $ 1,600,286 $ (836,450 ) $ 763,836 $ 1,600,286 $ (716,429 ) $ 883,857 Licensed and produced content 5.00 1,157,712 – 1,157,712 – – – Web filtering software 5.00 1,134,435 (1,077,713 ) 56,722 1,134,435 (907,548 ) 226,887 Subtotal – 3,892,443 (1,914,163 ) 1,978,270 2,734,721 (1,623,977 ) 1,110,744 Intangible assets not subject to amortization: Trade names – 4,455,595 – 4,455,595 4,455,595 – 4,455,595 Total intangible assets – $ 8,251,299 $ (1,914,163 ) $ 6,433,865 $ 7,190,316 $ (1,623,977 ) $ 5,566,339 For the nine months ended September 30, 2021 and 2020, the Company recorded amortization expense of $ 290,187 The following table provides information regarding estimated remaining amortization expense for intangible assets subject to amortization for each of the following years ending December 31: Schedule of amortization 2021 $ 150,162 2022 391,571 2023 391,571 2024 391,571 2025 391,571 Thereafter 261,824 Future amortization total $ 1,978,270 |
ACCRUED LIABILITIES
ACCRUED LIABILITIES | 9 Months Ended |
Sep. 30, 2021 | |
Payables and Accruals [Abstract] | |
ACCRUED LIABILITIES | 8. ACCRUED LIABILITIES The following table sets forth the components of the Company’s accrued liabilities at September 30, 2021 and December 31, 2020: Accrued Liabilities September 30, 2021 December 31, 2020 Executive and employee compensation $ 380,158 $ 1,642,959 Interest on convertible notes and promissory notes 27,562 135,980 Other accrued expenses and liabilities 618 15,293 Total accrued liabilities $ 408,338 $ 1,794,232 |
RELATED PARTY TRANSACTIONS AND
RELATED PARTY TRANSACTIONS AND PAYABLES | 9 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS AND PAYABLES | 9. RELATED PARTY TRANSACTIONS AND PAYABLES Marks’s Family The Company has engaged the family of Darren Marks, its Chief Executive Officer, to assist in the development of the Grom Social website and mobile application. These individuals have created over 1,400 hours of original short form content. Sarah Marks, the wife of Mr. Marks, and Zach Marks, Luke Marks, Jack Marks, Dawson Marks, Caroline Marks and Victoria Marks, each Mr. Marks’s children, are, or have been, employed by or independently contracted with the Company. Compensation for services provided by the Marks family is expected to continue for the foreseeable future. Each member of the Marks family is actively involved in the creation of content for the website and mobile app, including numerous videos focusing on social responsibility, anti-bullying, digital citizenship, unique blogs, and special events. Liabilities Due to Executive and Other Officers Pursuant to verbal agreements, Messrs. Marks and Leiner have made loans to the Company to help fund operations. These loans are non-interest bearing and callable on demand. No such loans were made to the Company during the three months ended September 30, 2021. On July 11, 2018, our director Dr. Thomas Rutherford loaned the Company $ 50,000 10 As of September 30, 2021 and December 31, 2020, the aggregate related party payables were $ 50,000 143,741 |
CONVERTIBLE NOTES
CONVERTIBLE NOTES | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE NOTES | 10. CONVERTIBLE NOTES The following tables set forth the components of the Company’s convertible notes as of September 30, 2021 and December 31, 2020: Schedule of convertible debt September 30, 2021 December 31, 8% Unsecured Convertible Notes (Curiosity) $ 278,000 $ – 8% - 12% Convertible Promissory Notes (Bridge Notes) – 373,587 10% Unsecured Convertible Redeemable Notes – Variable Conversion Price – 265,000 10% Senior Secured Convertible Note with Original Issuance Discount (L1 Capital Global Master Fund or “L1”) 4,400,000 – 10% Secured Convertible Notes with Original Issuance Discounts (OID Notes) 75,000 153,250 12% Senior Secured Convertible Notes (Newbridge) – 52,572 12% Senior Secured Convertible Notes (Original TDH Notes) – 882,175 12% Senior Secured Convertible Notes (TDH Secured Notes) 359,056 1,645,393 12% Senior Secured Convertible Notes (Additional Secured Notes) 68,221 260,315 Loan discounts (1,988,089 ) (385,266 ) Total convertible notes, net 3,192,188 3,247,026 Less: current portion of convertible notes, net (1,879,853 ) (2,349,677 ) Convertible notes, net $ 1,312,335 $ 897,349 8% Unsecured Convertible Notes (Curiosity) On July 29, 2021, the Company entered into a membership interest purchase agreement with Curiosity and the holders of all of Curiosity’s outstanding membership interests, for the purchase of 80% of Curiosity’s outstanding membership interests from the sellers. Pursuant to the purchase agreement, the Company issued 8% eighteen-month convertible promissory notes in the aggregate principal amount $ 278,000 3.28 At September 30, 2021, the principal balance of the Curiosity notes was $ 278,000 8% - 12% Convertible Promissory Notes (Bridge Notes) On November 30, 2020, the Company entered into a securities purchase agreement with EMA Financial, LLC (“EMA”) pursuant to which the Company issued to EMA a nine-month 8% convertible promissory note in the principal amount of $ 260,000 234,000 1.92 On February 17, 2021, the terms of the EMA financing were amended to (i) reduce the conversion rate to $ 1.28 3 81,250 1.60 12 38,855 1.92 ASC 470-20 requires proceeds from the sale of a debt instrument with stock purchase warrants be allocated to the two elements based on the relative fair values of the debt instrument without the warrants and of the warrants themselves at the time of issuance. In connection with the EMA warrant issuance, the Company allocated an aggregate fair value of $104,760 to the stock warrants and recorded a debt discount which will be amortized to interest expense over the term of the loan using the effective interest method so the debt, at its term, is recorded at its face value. The Company estimated the fair value of the warrants at date of grant using the Black-Scholes option pricing model using the following inputs: (i) stock price on the date of grant ranging between $1.60 and $4.48, (ii) the contractual term of the warrant of 3 years, (iii) a risk-free interest rate of 0.19% and (iv) an expected volatility of the price of the underlying common stock ranging between 224.9% and 258.6%. On May 24, 2021, EMA Warrant was amended to delete the full-ratchet anti-dilution provision and the EMA Note was amended to delete the variable conversion price feature. On June 2, 2021, the Company issued 10,000 11,800 1,000 100,000 127,000 1,000 108,978 121,200 17,292 At September 30, 2021, the principal balance of the EMA Note was $ 0 On December 17, 2020, the Company entered into a note purchase agreement with Quick Capital, LLC (“Quick Capital”) pursuant to which the Company issued Quick Capital a nine-month convertible promissory note in the principal amount of $ 113,587 100,000 The Company analyzed the conversion feature of the note for a beneficial conversion feature, for which the Company concluded that a beneficial conversion feature existed. The beneficial conversion feature was measured using the commitment-date stock price and its allocable fair value was determined to be $ 12,621 In connection with the Quick Note issuance, the Company also issued a 3 36,975 1.60 33,056 On May 21, 2021, the Quick Note was amended to replace the variable conversion price with a fixed conversion price of $1.28 per share and the Quick Warrant was amended to delete the full-ratchet anti-dilution provision. On June 21, 2021, the Company issued 290,000 27,487 65,313 269,061 86,100 At September 30, 2021, the principal balance of the Quick Note was $ 0 On February 9, 2021, the Company entered into a securities purchase agreement with Auctus Fund, LLC (“Auctus”) pursuant to which the Company issued to Auctus a twelve-month 12% convertible promissory note in the principal amount of $ 500,000 1.92 The Company analyzed the conversion feature of the note for a beneficial conversion feature, for which the Company concluded that a beneficial conversion feature existed. The beneficial conversion feature was measured using the commitment-date stock price and its allocable fair value was determined to be $ 155,875 In connection with the note issuance, Auctus was also issued a 5 195,313 1.92 On May 25, 2021, Auctus Warrant was amended to delete the full-ratchet anti-dilution provision. On July 14, 2021, the Company issued 274,427 500,000 26,900 At September 30, 2021, the principal balance of the Auctus Note was $ 0 On March 11, 2021, the Company entered into a securities purchase agreement with FirstFire Global Opportunities Fund, LLC (“FirstFire”) pursuant to which the Company issued to FirstFire a twelve-month 12% convertible promissory note in the principal amount of $ 300,000 1.92 238,500 The Company analyzed the conversion feature of the note for a beneficial conversion feature, for which the Company concluded that a beneficial conversion feature existed. The beneficial conversion feature was measured using the commitment-date stock price and its allocable fair value was determined to be $ 93,220 In connection with the issuance of the note, FirstFire was also issued a 117,188 1.92 5 On May 20, 2021, the FirstFire Note was amended to replace the variable conversion feature price with a fixed conversion price of $1.92 and the FirstFire Warrant was amended to delete the full ratchet anti-dilution provision. On June 17, 2021, the Company issued 175,000 300,000 36,000 At September 30, 2021, the principal balance of the FirstFire Note was $ 0 On April 16, 2021, the Company entered into a securities purchase agreement with Labrys Fund, LP (“Labrys”), pursuant to which the Company issued to Labrys a one-year convertible promissory note in the principal amount of $ 300,000 1.92 266,000 In connection with the issuance of the note, Labrys was also issued a 117,118 1.92 5 On May 22, 2021, the Labrys Warrant was amended to delete the full-ratchet anti-dilution provision. On June 17, 2021, the Company issued 175,000 300,000 36,000 At September 30, 2021, the principal balance of the Labrys Note was $ 0 10% Unsecured Convertible Redeemable Note – Variable Conversion Price On March 1, 2020, the Company issued a convertible redeemable note to an unrelated party in the principal amount of $ 100,000 10 August 31, 2020 The Company analyzed the conversion feature of the note for a beneficial conversion feature, for which the Company concluded that a beneficial conversion feature existed. The beneficial conversion feature was measured using the commitment-date stock price and its allocable fair value was determined to be $ 44,129 In connection with the note issuance, the Company also issued a five-year warrant to purchase up to an aggregate of 15,625 3.20 5 On April 14, 2021, the Company issued 62,500 100,000 11,205 At September 30, 2021, the principal balance of this note was $ 0 On November 20, 2020, the Company issued a convertible redeemable note to an unrelated party in the principal amount of $ 165,000 15,000 150,000 The Company analyzed the conversion feature of the note for a beneficial conversion feature, for which the Company concluded that a beneficial conversion feature existed. The beneficial conversion feature was measured using the commitment-date stock price and its allocable fair value was determined to be $ 50,871 On February 17, 2021, the Company entered into a debt exchange agreement with the holder of the convertible promissory note, in the aggregate amount of $ 169,000 169,000 At September 30, 2021, the principal balance of this note was $ 0 10% Senior Secured Convertible Note with Original Issuance Discount (L1) On September 14, 2021, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with L1 Capital Global Master Fund (“L1”) pursuant to which it issued (i) a 10% original issue discount senior secured convertible note in the principal amount of $ 4,400,000 5 813,278 4.20 3,960,000 1,500,000 277,777 The L1 Note is convertible by L1 into common stock of the Company at a price of $ 4.20 1,047,619 18 The Company estimated the fair value of the warrant at date of grant using the Black-Scholes option pricing model using the following inputs: (i) stock price on the date of grant of $ 2.70 5 0.79 299.8 1,200,434 As of September 30, 2021, the principal balance of these notes was $ 4,400,000 1,936,894 10% Secured Convertible Notes with Original Issuance Discounts (“OID Notes”) During the year ended December 31, 2017, the Company issued secured, convertible notes with original issuance discounts to accredited investors for gross proceeds of $ 601,223 60,122 24.96 4,69 78,321 On August 6, 2020, the Company entered into debt exchange agreements with certain holders of these 10% convertible notes pursuant to which an aggregate of 331,954 211,223 158,000 111,250 At September 30, 2021, the principal balance of these notes was $ 0 During the year ended December 31, 2018, the Company issued secured, convertible notes with original issuance discounts to accredited investors for gross proceeds of $ 1,313,485 131,348 10 10,262 198,259 On August 6, 2020, the Company entered into debt exchange agreements with certain holders of these 10% convertible notes pursuant to which an aggregate of 316,000 200,000 85,250 85,250 As of September 30, 2021, the principal balance of these notes was $ 25,000 During the year ended December 31, 2018, the Company also issued secured, convertible notes with original issuance discounts to accredited investors for gross proceeds of $ 356,000 71,200 10 16.00 6,344 62,269 On July 19, 2021, the Company repaid $ 6,329 As of September 30, 2021, the principal balance of these notes was $ 50,000 12% Senior Secured Convertible Notes (Newbridge Offering) On November 30, 2018, the Company closed a private offering in which it sold 12 552,000 Interest on the 12% Notes is payable monthly in 21 equal installments commencing four months after the issuance of the 12% Notes. Upon the occurrence of an event of default, the interest rate will increase to 15% and the 12% Notes will become immediately due and payable. The Company may prepay the 12% Notes in full at any time by paying accrued interest and 110% of the outstanding principal balance. Newbridge Securities Corporation acted as exclusive placement agent for the offering and received (i) $55,200, (ii) 3,550 shares of common stock, and (iii) $11,040, representing a non-accountable expense allowance for its services. As of September 30, 2021, the principal balance of these notes was $ 0 12% Senior Secured Convertible Notes (Original TDH Notes) On June 20, 2016, the Company issued $ 4,000,000 5.0 First Amendment to the TDH Share Sale Agreement On January 3, 2018, the Company entered into an amendment to the TDH Share Sale Agreement (the “First Amendment”). Under the terms of the First Amendment: · The maturity date of the notes was extended from July 1, 2018 until July 1, 2019 · The interest rate on the notes during for one-year extension period from July 2, 2018 to July 1, 2019 was increased to 10 · Interest is payable quarterly in arrears during the one-year extension period, instead of annually in arrears. The first such quarterly interest payment of $100,000 is due on September 30, 2018. · Under the terms of the terms of TDH Share Sale Agreement, the TDH Sellers could earn up to an additional $5.0 million in contingent earnout payments. The original earnout period ended on December 31, 2018. The First Amendment extended the earnout period by one year to December 31, 2019. As consideration to enter into the First Amendment, the Company issued 25,000 480,000 Second Amendment to the TDH Share Sale Agreement On January 15, 2019, the Company entered into a second amendment to the TDH Share Sale Agreement (the “Second Amendment”). Under the terms of the Second Amendment: · The maturity date of the notes was extended from July 1, 2019 to April 2, 2020 · The TDH Sellers shall have the right to convert the notes at a conversion price of $8.64 per share, either in whole or in part at any time prior to the maturity, subject to the terms and conditions set forth in the Second Amendment. · In the event that the notes are not repaid prior to July 2, 2019, no funds will be transferred by TDH to the Company. · The payment terms of the contingent earnout was modified from 50% payable in cash and 50% payable in stock to 75% payable in cash and 25% payable in stock. As consideration to enter into the Second Amendment, the Company issued an additional 25,000 220,000 Due to the inclusion of a conversion feature, the Second Amendment was considered an extinguishment and subsequent reissuance of the notes under the guidelines of ASC 470-20-40-7 through 40-9. As a result, the Company recorded a loss on the extinguishment of debt of $ 363,468 The principal value of the notes was reclassified to convertible notes, net – current on the Company’s condensed consolidated financial statements. Third Amendment to the TDH Share Sale Agreement On March 16, 2020, the Company entered into a third amendment (the “Third Amendment”) to the TDH Share Sale Agreement, pursuant to which the Company’s subsidiary, Grom Holdings, had acquired 100% of the common stock of TDH (representing ownership of the animation studio) from certain individuals (the “TDH Sellers”). The Company used the proceeds received from the TDH Secured Notes Offering to pay the TDH Sellers $ 3,000,000 1,000,000 361,767 Pursuant to the Third Amendment, the TDH Sellers and the Company agreed, among other things: · To extend the maturity date of the remaining Original TDH Notes by one year to June 30, 2021 · To increase the interest rate on the remaining Original TDH Notes to 12 · To grant a first priority security interest on the shares of TDH and TDAHK to the TDH Sellers, pari passu with the holders of the TDH Secured Notes; and · To pay the balance of the Original TDH Notes monthly in arrears, amortized over a four-year period. On August 18, 2021, the Company paid the TDH Sellers an aggregate of $ 834,760 As of September 30, 2021, the principal balance of the Original TDH Notes was $ 0 12% Senior Secured Convertible Notes (“TDH Secured Notes”) On March 16, 2020, the Company sold (the “TDH Secured Notes Offering”) an aggregate $ 3,000,000 March 16, 2024 The TDH Secured Notes are convertible at the option of the holders at 75% of the average sales price of the Company’s common stock over the 60 trading days immediately preceding conversion provided that the conversion price shall not be less than $3.20 per share. The Company’s obligations under the TDH Secured Notes, are secured by Grom Holdings’ shares of stock of TDH, and of its wholly owned subsidiary, TDAHK. The TDH Secured Notes rank equally and ratably on a pari passu basis with (i) the other TDH Secured Notes and (ii) the Original TDH Notes issued by the Company pursuant to TDH Share Sale Agreement. If the Company sells the animation studio located in Manila, Philippines, which is currently owned by TDH through TDAHK (the “Animation Studio”), for more than $12,000,000, and so long as any amount of principal is outstanding under the TDH Secured Notes, the Company will pay the TDH Secured Notes holders from the proceeds of the sale (i) all amounts of principal outstanding under the TDH Secured Notes, (ii) such amount of interest which would be due and payable assuming the TDH Secured Notes were held to maturity (minus any amounts of interest previously paid hereunder), and (iii) an additional 10% of the amount of principal outstanding under the TDH Secured Notes within five days of the closing of such sale. In connection with the issuance of the TDH Secured Notes, the Company issued to each TDH Secured Note holder shares of common stock equal to 20% of the principal amount of such holder’s TDH Secured Note, divided by $3.20. Accordingly, an aggregate of 187,500 420,000 On August 6, 2020, the Company entered into debt exchange agreements with certain holders of these 12% TDH Secured Notes pursuant to which an aggregate of 1,739,580 On November 30, 2020, the Company entered into a debt exchange agreement with another holder of these 12% TDH Secured Notes pursuant to which an aggregate of 158,000 On February 17, 2021, the Company entered into debt exchange agreements with certain holders of these 12% TDH Secured Notes pursuant to which an aggregate of 2,106,825 1,256,722 As of September 30, 2021, the principal balance of these notes was $ 359,056 43,021 12% Senior Secured Convertible Notes (Additional Secured Notes) On March 16, 2020, the Company issued to seven accredited investors (the “Additional Secured Note Lenders”) an aggregate of $ 1,060,000 12 Interest on the Additional Secured Notes accrues on the outstanding principal amount at the rate of 12% per annum. Principal and interest on the Additional Secured Notes are payable monthly, on an amortized basis over 48 months, with the last payment due on March 16, 2024 The Additional Secured Notes are convertible at the option of the holders at 75% of the average sales price of the Company’s common stock over the 60 trading days immediately preceding conversion provided that the conversion price shall not be less than $0.10 per share. In connection with the issuance of the Additional Secured Notes, the Company issued to each Additional Secured Note Lender shares of common stock equal to 20% of the principal amount of such holder’s Additional Secured Note, divided by $3.20. Accordingly, an aggregate of 66,250 148,000 On August 6, 2020, the Company entered into debt exchange agreements with certain holders of these 12% Additional Secured Notes pursuant to which an aggregate of 1,236,350 782,500 On February 17, 2021, the Company entered into a debt exchange agreement with another holder of these 12% Additional Secured Notes pursuant to which an aggregate of 288,350 191,273 As of September 30, 2021, the principal balance of these notes was $ 68,221 8,174 Future Minimum Principal Payments The remaining principal repayments based upon the maturity dates of the Company’s borrowings for each of the next five years are as follows: Schedule of future debt maturity payments 2021 $ 721,308 2022 $ 4,215,130 2023 $ 167,792 2024 $ 76,047 2025 and thereafter $ – $ 5,180,277 |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | 11. STOCKHOLDERS’ EQUITY Preferred Stock The Company is authorized to issue 25,000,000 0.001 Series A Preferred Stock On February 22, 2019, the Company designated 2,000,000 0.001 Each share of Series A Stock is convertible, at any time, into 0.15625 shares of common stock of the Company On each of February 27, 2019 and March 11, 2019, the Company received $ 400,000 400,000 62,500 On April 2, 2019, the Company received $ 125,000 125,000 19,532 As a result of the issuance of the Series A Stock, the Company recorded a beneficial conversion feature and other discounts as a deemed dividend in its condensed consolidated financial statements of $ 740,899 On August 6, 2020, the Company entered into exchange agreements with the holders of 925,000 As of September 30, 2021 and December 31, 2020, the Company had no Series B Preferred Stock On August 4, 2020, the Company filed with the Secretary of State of the State of Florida a Certificate of Designation of Preferences, Rights and Limitations of Series B Stock designating 10,000,000 The holder may at any time after the 12-month anniversary of the issuance of the shares of Series B Stock convert such shares into common stock at a conversion price equal to the 30-day volume weighted average price (“VWAP”) of a share of common stock for each share of Series B Stock to be converted. In addition, the Company at any time may require conversion of all or any of the Series B Stock then outstanding at a 50% discount to the 30-day VWAP. Each share of Series B Stock entitles the holder to 1.5625 votes for each share of Series B Stock. The consent of the holders of at least two-thirds of the shares of Series B Stock is required for the amendment to any of the terms of the Series B Stock, to create any additional class of stock unless the stock ranks junior to the Series B Stock, to make any distribution or dividend on any securities ranking junior to the Series B Stock, to merge or sell all or substantially all of the assets of the Company or acquire another business or effectuate any liquidation of the Company. Cumulative dividends accrue on each share of Series B Stock at the rate of 8% per annum of the stated value of $1.00 per share and are payable in common stock in arrears quarterly commencing 90 days from issuance. Upon a liquidation, dissolution or winding up of the Company, the holders of the Series B Stock are entitled to $1.00 per share plus all accrued and unpaid dividends. No distribution may be made to holders of shares of capital stock ranking junior to the Series B Stock upon a liquidation until Series B stockholders receive their liquidation preference. The holders of 66 2/3% of the then outstanding shares of Series B Stock, may elect to deem a merger, reorganization or consolidation of the Company into or with another corporation, not affiliated with said majority, or other similar transaction or series of related transactions in which more than 50% of the voting power of the Company is disposed of in exchange for property, rights or securities distributed to holders thereof by the acquiring person, firm or other entity, or the sale of all or substantially all of the assets of the Company. On June 19, 2020, the Company received gross cash proceeds of $ 250,000 250,000 On August 6, 2020, the Company, entered into debt exchange agreements with holders of the Company’s (i) OID Notes in the aggregate amount of $ 411,223 1,101,000 782,500 3,623,884 In addition, on August 6, 2020, the Company entered into exchange agreements (the “Series A Exchange Agreements”) with the holders of 925,000 1,202,500 On September 22, 2020, the Company received gross cash proceeds of $ 233,500 233,500 On November 30, 2020, the Company entered into debt exchange agreements with holders of the Company’s (i) OID Notes in the aggregate amount of $ 111,250 99,633 316,000 On February 17, 2021, the Company entered into debt exchange agreements with holders of three of the Company’s convertible promissory notes in the aggregate amount of $ 1,700,905 2,564,175 On February 17, 2021, the Company entered into subscription agreements with two accredited investors, pursuant to which the Company sold the investors an aggregate of 300,000 300,000 On March 31, 2021, the Company entered into subscription agreements with two accredited investors, pursuant to which the Company sold the investors an aggregate of 650,000 650,000 On March 31, 2021, the Company issued 75,000 75,000 On May 20, 2021, the Company entered into exchange agreements with all of the holders of Series B Stock (the “Series B Holders”), pursuant to which the Series B Holders agreed to exchange all of the issued and outstanding shares of Series B Stock for shares of the Company’s newly-designated Series C Stock, on a one for one basis. As a result of the exchange, all 9,215,059 9,215,059 As of September 30, 2021 and December 31, 2020, the Company had no 5,625,884 Series C Preferred Stock On May 20, 2021, the Company filed with the Secretary of State of the State of Florida a Certificate of Designation of Preferences, Rights and Limitations of Series C Stock designating 10,000,000 The holder may, at any time after the 6-month anniversary of the issuance of the shares of Series C Preferred Stock, convert such shares into common stock at a conversion rate of $1.92 per share. In addition, the Company may, at any time after the issuance of the shares, convert any or all of the outstanding shares of Series C Preferred Stock at a conversion rate of $1.92 per share Each share of Series C Stock entitles the holder to 1.5625 votes for each share of Series C Stock. The consent of the holders of at least two-thirds of the shares of Series C Stock is required for the amendment to any of the terms of the Series C Stock, to create any additional class of stock unless the stock ranks junior to the Series C Stock, to make any distribution or dividend on any securities ranking junior to the Series C Stock, to merge or sell all or substantially all of the assets of the Company or acquire another business or effectuate any liquidation of the Company. Cumulative dividends accrue on each share of Series C Stock at the rate of 8% per annum of the stated value of $1.00 per share and are payable in common stock in arrears quarterly commencing 90 days from issuance. Upon a liquidation, dissolution or winding up of the Company, the holders of the Series C Stock are entitled to $1.00 per share plus all accrued and unpaid dividends. No distribution may be made to holders of shares of capital stock ranking junior to the Series C Stock upon a liquidation until Series C stockholders receive their liquidation preference. The holders of 66 2/3% of the then outstanding shares of Series C Stock, may elect to deem a merger, reorganization or consolidation of the Company into or with another corporation, not affiliated with said majority, or other similar transaction or series of related transactions in which more than 50% of the voting power of the Company is disposed of in exchange for property, rights or securities distributed to holders thereof by the acquiring person, firm or other entity, or the sale of all or substantially all of the assets of the Company. On May 20, 2021, the Company entered into exchange agreements with all of the holders of Series B Stock (the “Series B Holders”), pursuant to which the Series B Holders agreed to exchange all of the issued and outstanding shares of Series B Stock for shares of Series C Stock, on a one for one basis. As a result of the exchange, all 9,215,059 issued and outstanding shares of Series B Stock was exchanged for 9,215,059 shares of the Company’s Series C Stock, and all of the exchanged shares of Series B Stock were cancelled. On June 11, 2021, the Company entered into subscription agreements with an accredited investor, pursuant to which the Company sold the investor an aggregate of 100,000 100,000 On September 10, 2021, the Company entered into a debt exchange agreement with a holder of a 10% convertible note pursuant to which 85,250 85,250 As of September 30, 2021 and December 31, 2020, the Company had 9,400,259 no Common Stock The Company is authorized to issue 500,000,000 0.001 12,325,736 5,886,073 Reverse Stock Split On April 7, 2021, the board of directors of the Company approved, and on April 8, 2021, the Company’s shareholders approved, an increase to the range of the ratio for a reverse stock split to a ratio of no less than 1-for-2 and no more than 1-for-50. On May 6, 2021, the board fixed the ratio for a reverse stock split at 1-for-32 Registered Offering On June 21, 2021, the Company sold an aggregate of 2,409,639 units (“Units”), at a price to the public of $4.15 per Unit (the “Offering”), each Unit consisting of one share of the Company’s common stock and a warrant to purchase one share of common stock at an exercise price of $4.565 per share (the “Warrants”), pursuant to a underwriting agreement, dated as of June 16, 2021 (the “Underwriting Agreement”), between the Company and EF Hutton, division of Benchmark Investments, LLC, as representative (“EF Hutton”) of the several underwriters named in the Underwriting Agreement. In addition, pursuant to the Underwriting Agreement, the Company granted EF Hutton a 45-day option (the “Over-Allotment Option”) to purchase up to 361,445 additional Units, to cover over-allotments in connection with the Offering, which EF Hutton exercised with respect to Warrants exercisable for up to an additional 361,445 shares of common stock. The Company received gross proceeds of approximately $10,000,000 in the Offering, before deducting underwriting discounts and commissions and other offering expenses. On July 15, 2021, EF Hutton exercised in full the Over-Allotment Option with respect to all 361,445 1,500,000 Common Stock Issued as Compensation to Employees, Officers and/or Directors During the nine months ended September 30, 2021, the Company issued 157,943 426,446 During the nine months ended September 30, 2020, the Company issued 13,125 35,600 Common Stock Issued in Exchange for Consulting, Professional and Other Services During the nine months ended September 30, 2021, the Company issued 150,393 511,458 During the nine months ended September 30, 2020, the Company issued 191,034 555,440 Common Stock Issued in lieu of Cash for Loans Payable and Other Accrued Obligations During the nine months ended September 30, 2020, the Company issued 15,625 50,000 Common Stock Issued in Connection with the Conversion of Convertible Note Principal and Accrued Interest During the nine months ended September 30 2021, the Company issued 1,464,966 1,766,832 During the nine months ended September 30 2020, the Company issued 36,206 56,049 Common Stock Issued in Connection with the Issuance of Convertible Promissory Notes During the nine months ended September 30, 2021, the Company issued 17,746 39,750 During the nine months ended September 30, 2020, the Company issued 339,678 736,014 Common Stock Issued in the Acquisition of a Business During the nine months ended September 30, 2021, the Company issued 1,771,883 5,000,000 Stock Purchase Warrants Stock purchase warrants are accounted for as equity in accordance with ASC 480, Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock, Distinguishing Liabilities from Equity The following table reflects all outstanding and exercisable warrants at September 30, 2021 and December 31, 2020. All warrants are exercisable for a period of three to five years from the date of issuance: Schedule of warrants Number of Warrants Outstanding Weighted Average Exercise Price Weighted Average Contractual Life (Yrs.) Balance January 1, 2020 177,028 $ 8.91 1.79 Warrants issued 52,600 $ 2.08 Warrants exercised – $ – Warrants forfeited – $ – December 31, 2020 229,628 $ 7.34 1.66 Warrants issued 4,241,504 $ 4.15 Warrants exercised (117,188 ) $ – Warrants forfeited (4,307 ) $ – Balance September 30, 2021 4,349,637 $ 4.36 1.82 On June 24, 2021, the Company issued 105,648 117,188 As of September 30, 2021, the outstanding warrants had an aggregate intrinsic value of $ 950,142 Stock Options The following table represents all outstanding and exercisable stock options as of September 30, 2021. Schedule of options Year Issued Options Options Options Vested Strike Price Weighted Average Remaining Life (Yrs.) 2013 241,730 (26,063 ) 215,667 215,667 $ 7.68 1.97 2016 169,406 (169,406 ) – – $ – – 2018 1,875 – 1,875 1,875 24.96 1.58 2021 208,500 – 208,500 – $ 2.98 4.83 Total 621,511 (195,469 ) 426,042 217,542 $ 5.46 2.48 On July 29, 2021, the Company granted stock options to purchase an aggregate of 208,500 2.98 5 326.5 0.37 585,728 During the three and nine months ended September 30, 2021, the Company recorded $ 33,699 No As of September 30, 2021, the outstanding exercisable stock options had an aggregate intrinsic value of $ 0 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 12. COMMITMENTS AND CONTINGENCIES None. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 13. SUBSEQUENT EVENTS In accordance with FASB ASC 855-10, Subsequent Events On September 14, 2021, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with L1 Capital Global Master Fund (“L1”) pursuant to which it issued (i) a 10% original issue discount senior secured convertible note in the principal amount of $4,400,000 to L1 (the “L1 Note”) and (ii) a five-year warrant to purchase 813,278 shares of the Company’s common stock at an exercise price of $4.20 per share (“Warrant Shares”) in exchange for $3,960,000 (the “First Tranche Financing”). The Purchase Agreement also provided, subject to shareholder approval, for the issuance, subject to certain conditions, of an additional $1,500,000 of notes and warrants to purchase 277,777 shares of common stock (the “Second Tranche Financing”) on the same terms. Pursuant to the Purchase Agreement, the Company entered into a registration rights agreement which, among other things, requires the Company to file a registration statement with the SEC to register for resale the shares issuable upon the conversion of the note and the exercise of the warrant within 35 days of entering into the Purchase Agreement, and have such registration statement deemed effective within 60 days or, in the event of a “full review” by the SEC within 75 days. L1 also has certain rights with respect to certain future debt or equity financings. Prior to maturity on March 13, 2023, the L1 Note is convertible by L1 into common stock of the Company at a price of $4.20 per share (based on 150% of the value weighted average price (“VWAP”) of the common stock for five consecutive trading days prior to September 14, 2021, or approximately 1,047,619 shares, subject to anti-dilution adjustments in the event of financings at less than $4.20 but in no effect less than $0.54. If the stock price is below $4.20 and an event of default (as described in the Purchase Agreement) occurs, the conversion price will equal 80% of the lowest VWAP in the ten prior trading days. The L1 Note is repayable in eighteen equal monthly installments with certain deferments or an acceleration of up to three months’ payments as described in the Note. The Company may repay the L1 Note in cash or shares of common stock at a price equal to the lesser of the then conversion price or 95% of the lowest daily VWAP during the ten consecutive trading days immediately preceding the monthly payment date, but in no event less than $1.92. In the event that VWAP drops below $1.92, the Company will have the right to pay at such VWAP with any shortfall paid in cash. If such monthly conversion price is less than $0.54, the Company is obligated to pay in cash. The L1 Note is senior to all other Company indebtedness and the Company’s obligations under the note are secured by all of the assets of the Company’s subsidiaries. The L1 Note may not be converted and the warrant may not be exercised to the extent that after giving effect to the conversion or exercise, the noteholder or warrant holder, as the case may be, and its affiliates would beneficially own in excess of 4.99% of the outstanding shares of the Company’s common stock immediately after giving effect to such conversion or exercise provided such percentage may be increased to 9.99% upon 61 days prior notice to the Company of such proposed conversion or exercise. The warrant contains anti-dilution protection and provides for cashless exercise if no registration statement covering resale of the shares issuable upon the exercise of the warrant is effective. The Company’s obligations under the Purchase Agreement and related transaction documents are guaranteed by the Company’s subsidiaries and its obligations under the L1 Note are secured by all of the assets of the Company and its subsidiaries. The Company paid $35,000 to L1 for its legal fees and expenses and $316,800 to EF Hutton, division of Benchmark Investment, LLC, as placement agent for the financing. On October 20, 2021, the Company and L1 entered into an amended and restated purchase agreement which increased the amount of the Second Tranche Financing from $1,500,000 to $6,000,000 and provides (i) for an amended and restated 10% original issue discount senior secured convertible note to be issued in exchange for the L1 Note pursuant to the Purchase Agreement and (ii) for the issuance of a five-year warrant to purchase 1,041,194 shares of the Company’s common stock at an exercise price of $4.20 per share. In the event the principal amount of the L1 Note issued in the First Tranche Financing, when aggregated with the L1 Note to be issued in the Second Tranche Financing, exceeds 25% of the market capitalization of the Company’s common stock as reported by Bloomberg L.P, then the principal amount to be issued in the Second Tranche Financing will be limited to 25%, in the aggregate of both L1 Notes, unless waived in the sole discretion of the Purchaser. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Impact of COVID-19 | Impact of COVID-19 On January 30, 2020, the World Health Organization announced a global health emergency because of the spread of a new strain of the novel coronavirus (“COVID-19”). On March 11, 2020, the World Health Organization declared the outbreak of COVID-19, a global pandemic. COVID-19 has and continues to significantly affect the United States and global economies. The Company has experienced significant disruptions to its business and operations due to circumstances related to COVID-19, and delays caused government-imposed quarantines, office closings and travel restrictions, which affect both the Company’s and its service providers. The Company has significant operations in Manila, Philippines, which was locked down by the government on March 12, 2020 due to concerns related to the spread of COVID-19. As a result of the Philippines government’s call to contain COVID-19, the Company’s animation studio, located in Manila, Philippines, which accounts for approximately 90% of the Company’s total revenues on a consolidated basis, has been mostly closed. In response to the outbreak and business disruption, the Company has instituted employee safety protocols to contain the spread, including domestic and international travel restrictions, work-from-home practices, extensive cleaning protocols, social distancing and various temporary closures of its administrative offices and production studio. The Company has implemented a range of actions aimed at temporarily reducing costs and preserving liquidity. The outbreak has and may continue to spread, which could materially impact the Company’s business. The full extent of potential impacts on the Company’s business, financing activities and the global economy will depend on future developments, which cannot be predicted due to the uncertain nature of the continued COVID-19 pandemic, government mandated shut downs, and its adverse effects, including new information which may emerge concerning the severity of COVID-19 and the actions to contain COVID-19 or treat its impact, among others. These effects could have a material adverse impact on the Company’s business, operations, financial condition and results of operations. |
Management’s Representation of Interim Financial Statements | Management’s Representation of Interim Financial Statements The accompanying unaudited condensed consolidated financial statements have been prepared by the Company without audit pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The Company uses the same accounting policies in preparing quarterly and annual financial statements. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) have been condensed or omitted as allowed by such rules and regulations, and management believes that the disclosures are adequate to make the information presented not misleading. These condensed consolidated financial statements include all of the adjustments, which in the opinion of management are necessary to a fair presentation of financial position and results of operations. All such adjustments are of a normal and recurring nature. Interim results are not necessarily indicative of results for a full year. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto at December 31, 2020, as presented in the Company’s Annual Report on Form 10-K filed on April 13, 2021 with the SEC. |
Basis of Presentation | Basis of Presentation The condensed consolidated financial statements of the Company have been prepared in accordance with GAAP and are expressed in United States dollars. For the three and nine months ended September 30, 2021, the condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries Grom Social, TD Holdings, GES, and GNS. All intercompany accounts and transactions are eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The most significant estimates relate to revenue recognition, valuation of accounts receivable and inventories, purchase price allocation of acquired businesses, impairment of long-lived assets and goodwill, valuation of financial instruments, income taxes, and contingencies. The Company bases its estimates on historical experience, known or expected trends and various other assumptions that are believed to be reasonable given the quality of information available as of the date of these financial statements. The results of these assumptions provide the basis for making estimates about the carrying amounts of assets and liabilities that are not readily apparent from other sources. Actual results could differ from these estimates. |
Revenue Recognition | Revenue Recognition The Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606) Other Assets and Deferred Costs – Contracts with Customers |
Animation Revenue | Animation Revenue For the nine months ended September 30, 2021 and 2020, the Company recorded a total of $ 4,373,409 4,015,061 Animation revenue is primarily generated from contracts with customers for preproduction and production services related to the development of animated movies and television series. Preproduction activities include producing storyboards, location design, model and props design, background color and color styling. Production focuses on library creation, digital asset management, background layout scene assembly, posing, animation and aftereffects. The Company provides services under fixed-price contracts. Under fixed-price contracts, the Company agrees to perform the specified work for a pre-determined price. To the extent actual costs vary from estimated costs, the Company’s profit may increase, decrease, or result in a loss. The Company identifies a contract under ASC 606 once (i) it is approved by all parties, (ii) the rights of the parties are identified, (iii) the payment terms are identified, (iv) the contract has commercial substance, and (v) collectability of consideration is probable. The Company evaluates the services promised in each contract at inception to determine whether the contract should be accounted for as having one or more performance obligations. The services in the Company’s contracts are distinct from one another as the referring parties typically can direct all, limited, or single portions of the various preproduction and production activities required to create and design and entire episode to us and we therefore have a history of developing standalone selling prices for all of these distinct components. Accordingly, our contracts are typically accounted for as containing multiple performance obligations. The Company determines the transaction price for each contract based on the consideration it expects to receive for the distinct services being provided under the contract. The Company recognizes revenue as performance obligations are satisfied and the customer obtains control of the services. In determining when performance obligations are satisfied, the Company considers factors such as contract terms, payment terms and whether there is an alternative future use of the product or service. Substantially all of the Company’s revenue is recognized over time as it performs under the contract due to the contractual terms present in each contract which irrevocably transfer control of the work product to the customer as the services are performed. For performance obligations recognized over time, revenue is recognized based on the extent of progress made towards completion of the performance obligation. The Company uses the percentage-of-completion cost-to-cost measure of progress because it best depicts the transfer of control to the customer as the Company incurs costs against its contracts. Under the percentage-of-completion cost-to-cost measure of progress, the extent of progress towards completion is measured based on the ratio of costs incurred to date to the total estimated costs to complete the performance obligation. The percentage-of-completion cost-to-cost method requires management to make estimates and assumptions that affect the reported amounts of contract assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The most significant estimates relate to the total estimated amount of costs that will be incurred for a project or job. |
Web Filtering Revenue | Web Filtering Revenue For the nine months ended September 30, 2021 and 2020, the Company recorded a total of $ 403,676 460,984 Web filtering revenue from subscription sales is recognized on a pro-rata basis over the subscription period. Typically, a subscriber purchases computer hardware and a software and support service license for a period of use between one year to five years. The subscriber is billed in full at the time of the sale. The Company immediately recognizes revenue attributable to the computer hardware as it is non-refundable and control passes to the customer. The advanced billing component for software and service is initially recorded as deferred revenue and subsequently recognized as revenue on a straight-line basis over the subscription period. |
Contract Assets and Liabilities | Contract Assets and Liabilities Animation revenue contracts vary with movie contracts typically allowing for progress billings over the contract term while other episodic development activities are typically billable upon delivery of the performance obligation for an episode. These episodic activities typically create unbilled contract assets between episode delivery dates while movies can create contract assets or liabilities based on the progress of activities versus the arranged billing schedule. Revenues from web filtering contracts are all billed in advance and therefore represent contract liabilities until fully recognized on a ratable basis over the contract life. The following table depicts the composition of the Company’s contract assets and liabilities as of September 30, 2021 and December 31, 2020: Schedule of contract assets and liabilities September 30, 2021 December 31, 2020 Animation contract assets $ 459,634 $ 525,709 Web filtering contract assets 5,088 54,886 Other contract assets 7,337 7,337 Total contract assets $ 472,059 $ 587,932 Animation contract liabilities $ 96,697 $ 410,709 Web filtering contract liabilities 449,331 544,844 Other contract liabilities 11,500 11,500 Total contract liabilities $ 557,528 $ 967,053 |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new pronouncements that have been issued that might have a material impact on its financial position or results of operations except as noted below: In January 2017, the FASB issued Accounting Standards Update No. 2017-04, Simplifying the Test for Goodwill Impairment On November 15, 2019, the FASB issued ASU 2019-10, which (1) provides a framework to stagger effective dates for future major accounting standards and (2) amends the effective dates for certain major new accounting standards to give implementation relief to certain types of entities. Specifically, ASU 2019-10 amends the effective date for ASU 2017-04 to fiscal years beginning after December 15, 2022, and interim periods therein. Early adoption continues to be permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company does not anticipate the adoption of ASU 2017-04 will have a material impact on its financial statements for both annual and interim reporting periods. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740) In February 2020, the FASB issued ASU 2020-02, Financial Instruments-Credit Losses (Topic 326) and Leases (Topic 842) - Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 119 and Update to SEC Section on Effective Date Related to Accounting Standards Update No. 2016-02, Leases (Topic 842) In August 2020, the FASB issued ASU 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815 – 40) |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Schedule of contract assets and liabilities | Schedule of contract assets and liabilities September 30, 2021 December 31, 2020 Animation contract assets $ 459,634 $ 525,709 Web filtering contract assets 5,088 54,886 Other contract assets 7,337 7,337 Total contract assets $ 472,059 $ 587,932 Animation contract liabilities $ 96,697 $ 410,709 Web filtering contract liabilities 449,331 544,844 Other contract liabilities 11,500 11,500 Total contract liabilities $ 557,528 $ 967,053 |
BUSINESS COMBINATIONS (Tables)
BUSINESS COMBINATIONS (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | Schedule of Recognized Identified Assets Acquired and Liabilities Assumed Consideration Paid: Cash and cash equivalents $ 400,000 Common stock 5,000,000 Convertible notes 278,000 Fair value of total consideration $ 5,678,000 |
ACCOUNTS RECEIVABLE, NET (Table
ACCOUNTS RECEIVABLE, NET (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Receivables [Abstract] | |
Schedule of accounts receivable | Schedule of accounts receivable September 30, 2021 December 31, 2020 Billed accounts receivable $ 376,529 $ 443,806 Unbilled accounts receivable 137,408 188,029 Allowance for doubtful accounts (41,878 ) (43,903 ) Total accounts receivable, net $ 472,059 $ 587,932 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | Schedule of property and equipment September 30, 2021 December 31, 2020 Cost Accumulated Depreciation Net Book Value Cost Accumulated Depreciation Net Book Value Capital assets subject to depreciation: Computers, software and office equipment $ 2,696,708 $ (2,347,083 ) $ 349,625 $ 2,800,872 $ (2,257,797 ) $ 543,075 Machinery and equipment 184,368 (158,822 ) 25,546 192,988 (152,149 ) 40,839 Vehicles 158,590 (124,667 ) 33,923 163,525 (106,826 ) 56,699 Furniture and fixtures 405,192 (366,052 ) 39,140 422,234 (364,655 ) 57,579 Leasehold improvements 1,090,960 (935,789 ) 155,171 1,143,704 (903,381 ) 240,323 Total fixed assets 4,535,818 (3,932,413 ) 603,405 4,723,323 (3,784,808 ) 938,515 Capital assets not subject to depreciation: Construction in progress 25,368 – 25,368 26,594 – 26,594 Total fixed assets $ 4,561,186 $ (3,932,413 ) $ 628,773 $ 4,749,917 $ (3,784,808 ) $ 965,109 |
LEASES (Tables)
LEASES (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Leases [Abstract] | |
Schedule of Future Minimum Rental Payments for Operating Leases | Schedule of Future Minimum Rental Payments for Operating Leases 2021 $ 76,082 2022 302,781 2023 25,990 Total $ 404,853 |
Schedule of operating right-of-use assets | Schedule of operating right-of-use assets Nine Months Ended Cash paid for operating lease liabilities $ 277,994 Weighted-average remaining lease term 1.7 Weighted-average discount rate 10% Minimum future lease payments $ 453,889 |
Schedule of amortization of lease liabilities | Schedule of amortization of lease liabilities 2021 $ 89,642 2022 $ 335,659 2023 $ 28,588 |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | Schedule of Goodwill Balance, January 1, 2021 $ 8,380,504 Acquisition of Curiosity 4,378,420 Balance, September 30, 2021 $ 12,758,924 |
Schedule of intangible assets | Schedule of intangible assets September 30, 2021 December 31, 2020 Amortization Period (Years) Gross Carrying Amount Accumulated Amortization Net Book Value Gross Carrying Amount Accumulated Amortization Net Book Value Intangible assets subject to amortization: Customer relationships 10.00 $ 1,600,286 $ (836,450 ) $ 763,836 $ 1,600,286 $ (716,429 ) $ 883,857 Licensed and produced content 5.00 1,157,712 – 1,157,712 – – – Web filtering software 5.00 1,134,435 (1,077,713 ) 56,722 1,134,435 (907,548 ) 226,887 Subtotal – 3,892,443 (1,914,163 ) 1,978,270 2,734,721 (1,623,977 ) 1,110,744 Intangible assets not subject to amortization: Trade names – 4,455,595 – 4,455,595 4,455,595 – 4,455,595 Total intangible assets – $ 8,251,299 $ (1,914,163 ) $ 6,433,865 $ 7,190,316 $ (1,623,977 ) $ 5,566,339 |
Schedule of amortization | Schedule of amortization 2021 $ 150,162 2022 391,571 2023 391,571 2024 391,571 2025 391,571 Thereafter 261,824 Future amortization total $ 1,978,270 |
ACCRUED LIABILITIES (Tables)
ACCRUED LIABILITIES (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Payables and Accruals [Abstract] | |
Accrued Liabilities | Accrued Liabilities September 30, 2021 December 31, 2020 Executive and employee compensation $ 380,158 $ 1,642,959 Interest on convertible notes and promissory notes 27,562 135,980 Other accrued expenses and liabilities 618 15,293 Total accrued liabilities $ 408,338 $ 1,794,232 |
CONVERTIBLE NOTES (Tables)
CONVERTIBLE NOTES (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of convertible debt | Schedule of convertible debt September 30, 2021 December 31, 8% Unsecured Convertible Notes (Curiosity) $ 278,000 $ – 8% - 12% Convertible Promissory Notes (Bridge Notes) – 373,587 10% Unsecured Convertible Redeemable Notes – Variable Conversion Price – 265,000 10% Senior Secured Convertible Note with Original Issuance Discount (L1 Capital Global Master Fund or “L1”) 4,400,000 – 10% Secured Convertible Notes with Original Issuance Discounts (OID Notes) 75,000 153,250 12% Senior Secured Convertible Notes (Newbridge) – 52,572 12% Senior Secured Convertible Notes (Original TDH Notes) – 882,175 12% Senior Secured Convertible Notes (TDH Secured Notes) 359,056 1,645,393 12% Senior Secured Convertible Notes (Additional Secured Notes) 68,221 260,315 Loan discounts (1,988,089 ) (385,266 ) Total convertible notes, net 3,192,188 3,247,026 Less: current portion of convertible notes, net (1,879,853 ) (2,349,677 ) Convertible notes, net $ 1,312,335 $ 897,349 |
Schedule of future debt maturity payments | Schedule of future debt maturity payments 2021 $ 721,308 2022 $ 4,215,130 2023 $ 167,792 2024 $ 76,047 2025 and thereafter $ – $ 5,180,277 |
STOCKHOLDERS_ EQUITY (Tables)
STOCKHOLDERS’ EQUITY (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
Schedule of warrants | Schedule of warrants Number of Warrants Outstanding Weighted Average Exercise Price Weighted Average Contractual Life (Yrs.) Balance January 1, 2020 177,028 $ 8.91 1.79 Warrants issued 52,600 $ 2.08 Warrants exercised – $ – Warrants forfeited – $ – December 31, 2020 229,628 $ 7.34 1.66 Warrants issued 4,241,504 $ 4.15 Warrants exercised (117,188 ) $ – Warrants forfeited (4,307 ) $ – Balance September 30, 2021 4,349,637 $ 4.36 1.82 |
Schedule of options | Schedule of options Year Issued Options Options Options Vested Strike Price Weighted Average Remaining Life (Yrs.) 2013 241,730 (26,063 ) 215,667 215,667 $ 7.68 1.97 2016 169,406 (169,406 ) – – $ – – 2018 1,875 – 1,875 1,875 24.96 1.58 2021 208,500 – 208,500 – $ 2.98 4.83 Total 621,511 (195,469 ) 426,042 217,542 $ 5.46 2.48 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Contract assets | $ 472,059 | $ 587,932 |
Contract liabilities | 557,528 | 967,053 |
Animation Contracts [Member] | ||
Contract assets | 459,634 | 525,709 |
Contract liabilities | 96,697 | 410,709 |
Web Filtering Contract [Member] | ||
Contract assets | 5,088 | 54,886 |
Contract liabilities | 449,331 | 544,844 |
Other Contracts [Member] | ||
Contract assets | 7,337 | 7,337 |
Contract liabilities | $ 11,500 | $ 11,500 |
SUMMARY OF SIGNIFICANT ACCOUN_5
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 | |
Product Information [Line Items] | ||||
Revenue | $ 1,514,692 | $ 1,439,155 | $ 4,778,527 | $ 4,478,373 |
Animation Revenue [Member] | ||||
Product Information [Line Items] | ||||
Revenue | 4,373,409 | 4,015,061 | ||
Web Filtering Revenue [Member] | ||||
Product Information [Line Items] | ||||
Revenue | $ 403,676 | $ 460,984 |
BUSINESS COMBINATIONS (Details)
BUSINESS COMBINATIONS (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2019 |
Consideration Paid: | ||||
Cash and cash equivalents | $ 9,102,728 | $ 146,708 | $ 392,973 | $ 506,219 |
Acquisitionof Curiosity Ink Media L L C [Member] | ||||
Consideration Paid: | ||||
Cash and cash equivalents | 400,000 | |||
Fair value of total consideration | 5,678,000 | |||
Financial assets: | ||||
Cash and cash equivalents | 26,408 | |||
Inventory | 113,408 | |||
Prepaids and other assets | 2,052 | |||
Intangible assets | 1,157,712 | |||
Goodwill | 4,378,420 | |||
Total identifiable assets acquired, and liabilities assumed | $ 5,678,000 |
BUSINESS COMBINATIONS (Details
BUSINESS COMBINATIONS (Details Narrative) - Purchase Agreement [Member] | Aug. 19, 2021USD ($)$ / sharesshares |
Offsetting Assets [Line Items] | |
Shares issued | shares | 1,771,883 |
Price per share | $ / shares | $ 2.82 |
Principal amount | $ | $ 400,000 |
Conversion price | $ / shares | $ 3.28 |
Convertible Notes Payable [Member] | |
Offsetting Assets [Line Items] | |
Principal amount | $ | $ 278,000 |
Interest rate | 8.00% |
ACCOUNTS RECEIVABLE, NET (Detai
ACCOUNTS RECEIVABLE, NET (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Receivables [Abstract] | ||
Billed accounts receivable | $ 376,529 | $ 443,806 |
Unbilled accounts receivable | 137,408 | 188,029 |
Allowance for doubtful accounts | (41,878) | (43,903) |
Total accounts receivable, net | $ 472,059 | $ 587,932 |
ACCOUNTS RECEIVABLE, NET (Det_2
ACCOUNTS RECEIVABLE, NET (Details Narrative) - Customer Concentration Risk [Member] | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Revenue Benchmark [Member] | Four Customers [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Concentration percentage | 81.00% | |
Revenue Benchmark [Member] | Three Customers [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Concentration percentage | 68.50% | |
Accounts Receivable [Member] | Four Customers [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Concentration percentage | 82.40% | |
Accounts Receivable [Member] | One Customer [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Concentration percentage | 29.90% |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 4,561,186 | $ 4,749,917 |
Accumulated depreciation | (3,932,413) | (3,784,808) |
Property and equipment, net | 628,773 | 965,109 |
Computers Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 2,696,708 | 2,800,872 |
Accumulated depreciation | (2,347,083) | (2,257,797) |
Property and equipment, net | 349,625 | 543,075 |
Machinery and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 184,368 | 192,988 |
Accumulated depreciation | (158,822) | (152,149) |
Property and equipment, net | 25,546 | 40,839 |
Vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 158,590 | 163,525 |
Accumulated depreciation | (124,667) | (106,826) |
Property and equipment, net | 33,923 | 56,699 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 405,192 | 422,234 |
Accumulated depreciation | (366,052) | (364,655) |
Property and equipment, net | 39,140 | 57,579 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 1,090,960 | 1,143,704 |
Accumulated depreciation | (935,789) | (903,381) |
Property and equipment, net | 155,171 | 240,323 |
Construction in Progress [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 25,368 | 26,594 |
Accumulated depreciation | 0 | 0 |
Property and equipment, net | $ 25,368 | $ 26,594 |
PROPERTY AND EQUIPMENT (Detai_2
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) | 3 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 330,479 | $ 333,473 |
LEASES (Details - Amortization
LEASES (Details - Amortization of lease liabilities) | Dec. 31, 2020USD ($) |
Leases [Abstract] | |
2021 | $ 76,082 |
2022 | 302,781 |
2023 | 25,990 |
Total | $ 404,853 |
LEASES (Details - Operating rig
LEASES (Details - Operating right-of-use assets and related lease liabilities) | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Leases [Abstract] | |
Cash paid for operating lease liabilities | $ 277,994 |
Weighted-average remaining lease term (in years) | 1 year 8 months 12 days |
Weighted-average discount rate | 10.00% |
Minimum future lease payments | $ 453,889 |
LEASES (Details - Future minimu
LEASES (Details - Future minimum payment obligations) | Sep. 30, 2021USD ($) |
Leases [Abstract] | |
2021 | $ 89,642 |
2022 | 335,659 |
2023 | $ 28,588 |
LEASES (Details Narrative)
LEASES (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | |
Leases [Abstract] | ||
Righ-of-use asset | $ 379,493 | $ 602,775 |
Operating Lease, Liability, Current | 303,554 | 304,326 |
Operating Lease, Liability, Noncurrent | 101,299 | $ 328,772 |
Lease costs | $ 272,980 |
GOODWILL AND INTANGIBLE ASSET_2
GOODWILL AND INTANGIBLE ASSETS (Details-Goodwill) | Sep. 30, 2021USD ($) |
Impairment Effects on Earnings Per Share [Line Items] | |
Beginning balance | $ 8,380,504 |
Ending balance | 12,758,924 |
Goodwill [Member] | |
Impairment Effects on Earnings Per Share [Line Items] | |
Beginning balance | 8,380,504 |
Ending balance | $ 12,758,924 |
GOODWILL AND INTANGIBLE ASSET_3
GOODWILL AND INTANGIBLE ASSETS (Details - Intangibles) - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | ||
Finite intangible assets, gross | $ 3,892,443 | $ 2,734,721 |
Accumulated amortization | (1,914,163) | (1,623,977) |
Finite intangible assets, net | 1,978,270 | 1,110,744 |
Total intangible assets, gross | 8,251,299 | 7,190,316 |
Total intangible assets | 6,433,865 | 5,566,339 |
Trade Names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Indefinite lived intangible asset | $ 4,455,595 | 4,455,595 |
Customer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization period | 10 years | |
Finite intangible assets, gross | $ 1,600,286 | 1,600,286 |
Accumulated amortization | (836,450) | (716,429) |
Finite intangible assets, net | $ 763,836 | 883,857 |
Licensed And Produced Content [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization period | 5 years | |
Finite intangible assets, gross | $ 1,157,712 | 0 |
Accumulated amortization | 0 | 0 |
Finite intangible assets, net | $ 1,157,712 | 0 |
Net Spective Webfiltering Software [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization period | 5 years | |
Finite intangible assets, gross | $ 1,134,435 | 1,134,435 |
Accumulated amortization | (1,077,713) | (907,548) |
Finite intangible assets, net | $ 56,722 | $ 226,887 |
GOODWILL AND INTANGIBLE ASSET_4
GOODWILL AND INTANGIBLE ASSETS (Details - Amortization schedule) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2021 | $ 150,162 | |
2022 | 391,571 | |
2023 | 391,571 | |
2024 | 391,571 | |
2025 | 391,571 | |
Thereafter | 261,824 | |
Future amortization total | $ 1,978,270 | $ 1,110,744 |
GOODWILL AND INTANGIBLE ASSET_5
GOODWILL AND INTANGIBLE ASSETS (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Intangible amortization expense | $ 290,187 | $ 290,187 |
ACCRUED LIABILITIES (Details)
ACCRUED LIABILITIES (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Executive and employee compensation | $ 380,158 | $ 1,642,959 |
Interest on convertible notes and promissory notes | 27,562 | 135,980 |
Other accrued expenses and liabilities | 618 | 15,293 |
Total accrued liabilities | $ 408,338 | $ 1,794,232 |
RELATED PARTY TRANSACTIONS AN_2
RELATED PARTY TRANSACTIONS AND PAYABLES (Details Narrative) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 | Jul. 11, 2018 |
Related Party Transaction [Line Items] | |||
Accounts payable, related parties | $ 50,000 | $ 143,741 | |
Rutherford [Member] | |||
Related Party Transaction [Line Items] | |||
Accounts payable, related parties | $ 50,000 | ||
Debt interest rate | 10.00% |
CONVERTIBLE NOTES (Details - Co
CONVERTIBLE NOTES (Details - Convertible debentures) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Less: current portion of convertible notes, net | $ (1,879,853) | $ (2,349,677) |
Convertible notes, net | 1,312,335 | 897,349 |
Convertible Debentures [Member] | ||
Debt Instrument [Line Items] | ||
Loan discounts | (1,988,089) | (385,266) |
Total convertible notes, net | 3,192,188 | 3,247,026 |
Less: current portion of convertible notes, net | (1,879,853) | (2,349,677) |
Convertible notes, net | 1,312,335 | 897,349 |
Convertible Debentures [Member] | Unsecured Convertible Notes Curiosity [Member] | ||
Debt Instrument [Line Items] | ||
Convertible debt, gross | 278,000 | 0 |
Convertible Debentures [Member] | Convertible Promissory Notes Bridge Notes [Member] | ||
Debt Instrument [Line Items] | ||
Convertible debt, gross | 0 | 373,587 |
Convertible Debentures [Member] | Unsecured Convertible Redeemable Notes Variable Conversion Price [Member] | ||
Debt Instrument [Line Items] | ||
Convertible debt, gross | 0 | 265,000 |
Convertible Debentures [Member] | Senior Secured Convertible Note With Original Issuance Discount L 1 [Member] | ||
Debt Instrument [Line Items] | ||
Convertible debt, gross | 4,400,000 | 0 |
Convertible Debentures [Member] | Secured Convertible Notes O I D [Member] | ||
Debt Instrument [Line Items] | ||
Convertible debt, gross | 75,000 | 153,250 |
Convertible Debentures [Member] | Senior Secured Convertible Newbridge [Member] | ||
Debt Instrument [Line Items] | ||
Convertible debt, gross | 0 | 52,572 |
Convertible Debentures [Member] | Senior Secured Convertible Original T D H Notes [Member] | ||
Debt Instrument [Line Items] | ||
Convertible debt, gross | 0 | 882,175 |
Convertible Debentures [Member] | Senior Secured Convertible T D H Notes [Member] | ||
Debt Instrument [Line Items] | ||
Convertible debt, gross | 359,056 | 1,645,393 |
Convertible Debentures [Member] | Senior Secured Convertible Additional Secured Notes [Member] | ||
Debt Instrument [Line Items] | ||
Convertible debt, gross | $ 68,221 | $ 260,315 |
CONVERTIBLE NOTES (Details - De
CONVERTIBLE NOTES (Details - Debt maturities) | Sep. 30, 2021USD ($) |
Debt Disclosure [Abstract] | |
2021 | $ 721,308 |
2022 | 4,215,130 |
2023 | 167,792 |
2024 | 76,047 |
2025 and thereafter | $ 0 |
CONVERTIBLE NOTES (Details Narr
CONVERTIBLE NOTES (Details Narrative) - USD ($) | Sep. 14, 2021 | Sep. 10, 2021 | Jul. 14, 2021 | Apr. 14, 2021 | Mar. 11, 2021 | Aug. 06, 2020 | Mar. 02, 2020 | Jan. 15, 2019 | Jan. 03, 2018 | Aug. 20, 2021 | Jun. 28, 2021 | Jun. 21, 2021 | Jun. 17, 2021 | Jun. 17, 2021 | Jun. 02, 2021 | May 19, 2021 | Apr. 16, 2021 | Feb. 17, 2021 | Dec. 17, 2020 | Nov. 30, 2020 | Nov. 20, 2020 | Mar. 16, 2020 | Feb. 17, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Mar. 16, 2020 | Aug. 06, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Nov. 30, 2020 | Dec. 31, 2018 | Dec. 31, 2017 | Aug. 19, 2021 | Aug. 18, 2021 | Jul. 29, 2021 | Jul. 19, 2021 | Feb. 09, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Nov. 30, 2018 | Jun. 20, 2016 |
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Warrant exericse price | $ 4.36 | $ 4.36 | $ 7.34 | $ 8.91 | |||||||||||||||||||||||||||||||||||||
Proceeds from convertible debt | $ 4,516,700 | $ 3,655,000 | |||||||||||||||||||||||||||||||||||||||
Gain (loss) on extinguishment of debt | $ 0 | $ (1,191,089) | (947,179) | (1,191,089) | |||||||||||||||||||||||||||||||||||||
Note Holder [Member] | |||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Debt converted, shares issued | 108,978 | 269,061 | 290,000 | 100,000 | 10,000 | ||||||||||||||||||||||||||||||||||||
Debt converted, amount converted | $ 121,200 | $ 86,100 | $ 27,487 | $ 127,000 | $ 11,800 | ||||||||||||||||||||||||||||||||||||
Finance Charges | $ 1,000 | ||||||||||||||||||||||||||||||||||||||||
Ema Note [Member] | |||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Principal balance | 0 | 0 | |||||||||||||||||||||||||||||||||||||||
Ema Note [Member] | EMA Financial LLC [Member] | Securities Purchase Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Convertible debt, gross | $ 260,000 | $ 260,000 | |||||||||||||||||||||||||||||||||||||||
Conversion price | $ 1.28 | $ 1.92 | $ 1.28 | $ 1.92 | |||||||||||||||||||||||||||||||||||||
Investment | $ 234,000 | $ 234,000 | |||||||||||||||||||||||||||||||||||||||
Warrant term | 3 years | 3 years | |||||||||||||||||||||||||||||||||||||||
Number of securities called by each warrant | 38,855 | 81,250 | 81,250 | ||||||||||||||||||||||||||||||||||||||
Warrant exericse price | $ 1.92 | $ 1.60 | $ 1.60 | ||||||||||||||||||||||||||||||||||||||
Interest rate | 12.00% | ||||||||||||||||||||||||||||||||||||||||
Quick Note [Member] | |||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Principal balance | 0 | 0 | |||||||||||||||||||||||||||||||||||||||
Quick Note [Member] | Quick Capital L L C [Member] | Note Purchase Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Convertible debt, gross | $ 113,587 | ||||||||||||||||||||||||||||||||||||||||
Warrant term | 3 years | ||||||||||||||||||||||||||||||||||||||||
Number of securities called by each warrant | 36,975 | ||||||||||||||||||||||||||||||||||||||||
Warrant exericse price | $ 1.60 | ||||||||||||||||||||||||||||||||||||||||
Proceeds from convertible debt | $ 100,000 | ||||||||||||||||||||||||||||||||||||||||
Beneficial conversion feature | 12,621 | ||||||||||||||||||||||||||||||||||||||||
Fair value of warrants issued | $ 33,056 | ||||||||||||||||||||||||||||||||||||||||
Note Holder [Member] | |||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Accrued interest | $ 65,313 | ||||||||||||||||||||||||||||||||||||||||
Prom Note 12 [Member] | Auctus Fund [Member] | Securities Purchase Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Convertible debt, gross | $ 500,000 | ||||||||||||||||||||||||||||||||||||||||
Conversion price | $ 1.92 | ||||||||||||||||||||||||||||||||||||||||
Warrant term | 5 years | ||||||||||||||||||||||||||||||||||||||||
Number of securities called by each warrant | 195,313 | ||||||||||||||||||||||||||||||||||||||||
Warrant exericse price | $ 1.92 | ||||||||||||||||||||||||||||||||||||||||
Unamortized discount | $ 155,875 | ||||||||||||||||||||||||||||||||||||||||
Prom Note 12 [Member] | First Fire Global Opportunities Fund [Member] | Securities Purchase Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Convertible debt, gross | $ 300,000 | ||||||||||||||||||||||||||||||||||||||||
Conversion price | $ 1.92 | ||||||||||||||||||||||||||||||||||||||||
Warrant term | 5 years | ||||||||||||||||||||||||||||||||||||||||
Number of securities called by each warrant | 117,188 | ||||||||||||||||||||||||||||||||||||||||
Warrant exericse price | $ 1.92 | ||||||||||||||||||||||||||||||||||||||||
Debt converted, shares issued | 175,000 | ||||||||||||||||||||||||||||||||||||||||
Debt converted, amount converted | $ 300,000 | ||||||||||||||||||||||||||||||||||||||||
Proceeds from convertible debt | $ 238,500 | ||||||||||||||||||||||||||||||||||||||||
Unamortized discount | $ 93,220 | ||||||||||||||||||||||||||||||||||||||||
Debt conversion converted interest amount | $ 36,000 | ||||||||||||||||||||||||||||||||||||||||
Prom Note 12 [Member] | Labrys Fund, LP [Member] | Securities Purchase Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Convertible debt, gross | $ 300,000 | ||||||||||||||||||||||||||||||||||||||||
Conversion price | $ 1.92 | ||||||||||||||||||||||||||||||||||||||||
Warrant term | 5 years | ||||||||||||||||||||||||||||||||||||||||
Number of securities called by each warrant | 117,118 | ||||||||||||||||||||||||||||||||||||||||
Warrant exericse price | $ 1.92 | ||||||||||||||||||||||||||||||||||||||||
Debt converted, shares issued | 175,000 | ||||||||||||||||||||||||||||||||||||||||
Debt converted, amount converted | $ 300,000 | ||||||||||||||||||||||||||||||||||||||||
Proceeds from convertible debt | $ 266,000 | ||||||||||||||||||||||||||||||||||||||||
Debt conversion converted interest amount | $ 36,000 | ||||||||||||||||||||||||||||||||||||||||
Auctus Note [Member] | |||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Debt converted, shares issued | 274,427 | ||||||||||||||||||||||||||||||||||||||||
Debt converted, amount converted | $ 500,000 | ||||||||||||||||||||||||||||||||||||||||
Principal balance | 0 | 0 | |||||||||||||||||||||||||||||||||||||||
Unamortized discount | $ 26,900 | ||||||||||||||||||||||||||||||||||||||||
First Fire Note [Member] | |||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Principal balance | 0 | 0 | |||||||||||||||||||||||||||||||||||||||
Labrys Note [Member] | |||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Principal balance | 0 | 0 | |||||||||||||||||||||||||||||||||||||||
Unsecured Convertible Redeemable Note [Member] | Unrelated Party [Member] | |||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Convertible debt, gross | $ 100,000 | ||||||||||||||||||||||||||||||||||||||||
Debt converted, shares issued | 62,500 | ||||||||||||||||||||||||||||||||||||||||
Debt converted, amount converted | $ 100,000 | ||||||||||||||||||||||||||||||||||||||||
Principal balance | 0 | 0 | |||||||||||||||||||||||||||||||||||||||
Debt conversion converted interest amount | $ 11,205 | ||||||||||||||||||||||||||||||||||||||||
Debt interest rate | 10.00% | ||||||||||||||||||||||||||||||||||||||||
Debt maturity date | Aug. 31, 2020 | ||||||||||||||||||||||||||||||||||||||||
Convertible Redeemable Note [Member] | Unrelated Party 1 [Member] | |||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Convertible debt, gross | $ 165,000 | ||||||||||||||||||||||||||||||||||||||||
Debt converted, amount converted | $ 169,000 | ||||||||||||||||||||||||||||||||||||||||
Principal balance | 0 | 0 | |||||||||||||||||||||||||||||||||||||||
Proceeds from convertible debt | 150,000 | ||||||||||||||||||||||||||||||||||||||||
Beneficial conversion feature | 50,871 | ||||||||||||||||||||||||||||||||||||||||
Original issue discount | $ 15,000 | ||||||||||||||||||||||||||||||||||||||||
Convertible Redeemable Note [Member] | Unrelated Party 1 [Member] | Series B Preferred Stock [Member] | |||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Debt converted, shares issued | 169,000 | ||||||||||||||||||||||||||||||||||||||||
Senior Ten Percentage Secured Convertible Note With Original Issuance Discount L 1 [Member] | Warrant [Member] | |||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Stock price | $ 2.70 | ||||||||||||||||||||||||||||||||||||||||
Risk-free interest rate | 0.79% | ||||||||||||||||||||||||||||||||||||||||
Expected volatility | 299.80% | ||||||||||||||||||||||||||||||||||||||||
Fair value of warrants | $ 1,200,434 | ||||||||||||||||||||||||||||||||||||||||
Secured 10 Conv Notes [Member] | Notes 2017 [Member] | |||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Conversion price | $ 24.96 | ||||||||||||||||||||||||||||||||||||||||
Proceeds from convertible debt | $ 601,223 | ||||||||||||||||||||||||||||||||||||||||
Unamortized discount | 0 | 0 | $ 60,122 | ||||||||||||||||||||||||||||||||||||||
Stock issued as inducement to lend, shares | 4.69 | ||||||||||||||||||||||||||||||||||||||||
Stock issued as inducement to lend, value | $ 78,321 | ||||||||||||||||||||||||||||||||||||||||
Secured 10 Conv Notes [Member] | Notes 2018 [Member] | |||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Convertible debt, gross | 25,000 | 25,000 | |||||||||||||||||||||||||||||||||||||||
Proceeds from convertible debt | $ 1,313,485 | ||||||||||||||||||||||||||||||||||||||||
Unamortized discount | $ 131,348 | ||||||||||||||||||||||||||||||||||||||||
Debt interest rate | 10.00% | ||||||||||||||||||||||||||||||||||||||||
Stock issued as inducement to lend, shares | 10,262 | ||||||||||||||||||||||||||||||||||||||||
Stock issued as inducement to lend, value | $ 198,259 | ||||||||||||||||||||||||||||||||||||||||
Secured 10 Conv Notes [Member] | Notes 20182 [Member] | |||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Convertible debt, gross | 50,000 | 50,000 | $ 6,329 | ||||||||||||||||||||||||||||||||||||||
Conversion price | $ 16 | ||||||||||||||||||||||||||||||||||||||||
Proceeds from convertible debt | $ 356,000 | ||||||||||||||||||||||||||||||||||||||||
Unamortized discount | $ 71,200 | ||||||||||||||||||||||||||||||||||||||||
Debt interest rate | 10.00% | ||||||||||||||||||||||||||||||||||||||||
Stock issued as inducement to lend, shares | 6,344 | ||||||||||||||||||||||||||||||||||||||||
Stock issued as inducement to lend, value | $ 62,269 | ||||||||||||||||||||||||||||||||||||||||
Secured 10 Conv Notes [Member] | Series B Preferred Stock [Member] | Notes 2017 [Member] | |||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Debt converted, shares issued | 331,954 | 158,000 | |||||||||||||||||||||||||||||||||||||||
Debt converted, amount converted | $ 211,223 | $ 111,250 | |||||||||||||||||||||||||||||||||||||||
Secured 10 Conv Notes [Member] | Series B Preferred Stock [Member] | Notes 2018 [Member] | |||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Debt converted, shares issued | 85,250 | 316,000 | |||||||||||||||||||||||||||||||||||||||
Debt converted, amount converted | $ 85,250 | $ 200,000 | |||||||||||||||||||||||||||||||||||||||
Secured 12 Conv Notes [Member] | Newbridge Offering [Member] | |||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Convertible debt, gross | $ 552,000 | ||||||||||||||||||||||||||||||||||||||||
Debt interest rate | 12.00% | ||||||||||||||||||||||||||||||||||||||||
Secured 12 Conv Notes [Member] | Original Tdh Notes [Member] | |||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Convertible debt, gross | $ 4,000,000 | ||||||||||||||||||||||||||||||||||||||||
Debt interest rate | 5.00% | ||||||||||||||||||||||||||||||||||||||||
Secured 12 Conv Notes [Member] | Orginal T D H Secured Notes [Member] | |||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Convertible debt, gross | $ 3,000,000 | $ 3,000,000 | |||||||||||||||||||||||||||||||||||||||
Secured 12 Conv Notes [Member] | T D H Secured Notes [Member] | |||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Convertible debt, gross | 359,056 | 359,056 | |||||||||||||||||||||||||||||||||||||||
Unamortized discount | 43,021 | 43,021 | |||||||||||||||||||||||||||||||||||||||
Debt maturity date | Mar. 16, 2024 | ||||||||||||||||||||||||||||||||||||||||
Stock issued with debt, shares | 187,500 | ||||||||||||||||||||||||||||||||||||||||
Stock issued with debt, value | $ 420,000 | ||||||||||||||||||||||||||||||||||||||||
Secured 12 Conv Notes [Member] | Additional Secured Notes [Member] | |||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Convertible debt, gross | $ 1,060,000 | 68,221 | $ 1,060,000 | 68,221 | |||||||||||||||||||||||||||||||||||||
Unamortized discount | 8,174 | 8,174 | |||||||||||||||||||||||||||||||||||||||
Debt interest rate | 12.00% | 12.00% | |||||||||||||||||||||||||||||||||||||||
Debt maturity date | Mar. 16, 2024 | ||||||||||||||||||||||||||||||||||||||||
Stock issued with debt, shares | 66,250 | ||||||||||||||||||||||||||||||||||||||||
Stock issued with debt, value | $ 148,000 | ||||||||||||||||||||||||||||||||||||||||
Secured 12 Conv Notes [Member] | Series B Preferred Stock [Member] | T D H Secured Notes [Member] | |||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Debt converted, shares issued | 2,106,825 | 1,739,580 | 158,000 | ||||||||||||||||||||||||||||||||||||||
Debt converted, amount converted | $ 1,101,000 | $ 1,256,722 | |||||||||||||||||||||||||||||||||||||||
Secured 12 Conv Notes [Member] | Series B Preferred Stock [Member] | Additional Secured Notes [Member] | |||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Debt converted, shares issued | 1,236,350 | ||||||||||||||||||||||||||||||||||||||||
Debt converted, amount converted | $ 782,500 | ||||||||||||||||||||||||||||||||||||||||
Stock issued with debt, shares | 288,350 | ||||||||||||||||||||||||||||||||||||||||
Stock issued with debt, value | $ 191,273 | ||||||||||||||||||||||||||||||||||||||||
Unsecured Convertible Redeemables Note [Member] | |||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Convertible debt, gross | 0 | 0 | |||||||||||||||||||||||||||||||||||||||
T D H Secured Notes [Member] | |||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Proceeds from convertible debt | $ 3,000,000 | ||||||||||||||||||||||||||||||||||||||||
Purchase Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Conversion price | $ 3.28 | ||||||||||||||||||||||||||||||||||||||||
Price per share | $ 2.82 | ||||||||||||||||||||||||||||||||||||||||
Purchase Agreement [Member] | Unsecured Convertible Notes Curiosity [Member] | |||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Convertible debt, gross | 278,000 | 278,000 | $ 278,000 | ||||||||||||||||||||||||||||||||||||||
Conversion price | $ 3.28 | ||||||||||||||||||||||||||||||||||||||||
Conversion Feature [Member] | Unsecured Convertible Redeemable Note [Member] | Unrelated Party [Member] | |||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Warrant term | 5 years | ||||||||||||||||||||||||||||||||||||||||
Number of securities called by each warrant | 15,625 | ||||||||||||||||||||||||||||||||||||||||
Warrant exericse price | $ 3.20 | ||||||||||||||||||||||||||||||||||||||||
Fair value of the derivative | $ 44,129 | ||||||||||||||||||||||||||||||||||||||||
Securities Purchase Agreement [Member] | Senior Ten Percentage Secured Convertible Note With Original Issuance Discount L 1 [Member] | |||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Convertible debt, gross | $ 4,400,000 | 4,400,000 | 4,400,000 | ||||||||||||||||||||||||||||||||||||||
Warrant term | 5 years | ||||||||||||||||||||||||||||||||||||||||
Number of securities called by each warrant | 813,278 | ||||||||||||||||||||||||||||||||||||||||
Warrant exericse price | $ 4.20 | ||||||||||||||||||||||||||||||||||||||||
Debt converted, shares issued | 1,047,619 | ||||||||||||||||||||||||||||||||||||||||
Unamortized discount | 1,936,894 | 1,936,894 | |||||||||||||||||||||||||||||||||||||||
Price per share | $ 4.20 | ||||||||||||||||||||||||||||||||||||||||
Debt term | 18 months | ||||||||||||||||||||||||||||||||||||||||
Securities Purchase Agreement [Member] | Senior Ten Percentage Secured Convertible Note With Original Issuance Discount L 1 [Member] | Warrant [Member] | |||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Warrant term | 5 years | ||||||||||||||||||||||||||||||||||||||||
Securities Purchase Agreement [Member] | Senior Ten Percentage Secured Convertible Note With Original Issuance Discount L 1 [Member] | Second Tranche Financing [Member] | |||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Convertible debt, gross | $ 1,500,000 | ||||||||||||||||||||||||||||||||||||||||
Number of securities called by each warrant | 277,777 | ||||||||||||||||||||||||||||||||||||||||
First Amendment [Member] | Secured 12 Conv Notes [Member] | Original Tdh Notes [Member] | |||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Debt interest rate | 10.00% | ||||||||||||||||||||||||||||||||||||||||
Debt maturity date | Jul. 1, 2019 | ||||||||||||||||||||||||||||||||||||||||
Stock issued as inducement to lend, shares | 25,000 | ||||||||||||||||||||||||||||||||||||||||
Stock issued as inducement to lend, value | $ 480,000 | ||||||||||||||||||||||||||||||||||||||||
Second Amendment [Member] | Secured 12 Conv Notes [Member] | Original Tdh Notes [Member] | |||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Debt maturity date | Apr. 2, 2020 | ||||||||||||||||||||||||||||||||||||||||
Stock issued as inducement to lend, shares | 25,000 | ||||||||||||||||||||||||||||||||||||||||
Stock issued as inducement to lend, value | $ 220,000 | ||||||||||||||||||||||||||||||||||||||||
Gain (loss) on extinguishment of debt | $ 363,468 | ||||||||||||||||||||||||||||||||||||||||
Third Amendment [Member] | Secured 12 Conv Notes [Member] | Original Tdh Notes [Member] | |||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Convertible debt, gross | 1,000,000 | $ 0 | 1,000,000 | $ 0 | |||||||||||||||||||||||||||||||||||||
Accrued interest | $ 361,767 | $ 361,767 | |||||||||||||||||||||||||||||||||||||||
Debt interest rate | 12.00% | 12.00% | |||||||||||||||||||||||||||||||||||||||
Debt maturity date | Jun. 30, 2021 | ||||||||||||||||||||||||||||||||||||||||
Third Amendment [Member] | Secured 12 Conv Notes [Member] | Tdh Sellers [Member] | |||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Convertible debt, gross | $ 834,760 |
STOCKHOLDERS' EQUITY (Details -
STOCKHOLDERS' EQUITY (Details - Warrant activity) - $ / shares | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Equity [Abstract] | |||
Warrants outstanding, ending balance | 229,628 | 177,028 | |
Weighted Average Exercise Price, Warrants outstanding, ending balance | $ 7.34 | $ 8.91 | |
Average Remaining Contractual Term, Warrants outstanding | 1 year 9 months 25 days | 1 year 7 months 28 days | 1 year 9 months 14 days |
Warrants issued | 4,241,504 | 52,600 | |
Weighted Average Exercise Price, Warrants issued | $ 4.15 | $ 2.08 | |
Warrants exercised | (117,188) | 0 | |
Weighted Average Exercise Price, Warrants exercised | |||
Warrants forfeited | (4,307) | 0 | |
Weighted Average Exercise Price, Warrants forfeited | |||
Warrants outstanding, ending balance | 4,349,637 | 229,628 | 177,028 |
Weighted Average Exercise Price, Warrants outstanding, ending balance | $ 4.36 | $ 7.34 | $ 8.91 |
STOCKHOLDERS' EQUITY (Details_2
STOCKHOLDERS' EQUITY (Details - Option Activity) - Equity Option [Member] | 9 Months Ended |
Sep. 30, 2021$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Options issued | 621,511 |
Options forfeited | (195,469) |
Options outstanding | 426,042 |
Vested options | 217,542 |
Strike price | $ / shares | $ 5.46 |
Weighted average remaining life | 2 years 5 months 23 days |
Options forfeited | 195,469 |
Option 1 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Options issued | 241,730 |
Options forfeited | (26,063) |
Options outstanding | 215,667 |
Vested options | 215,667 |
Strike price | $ / shares | $ 7.68 |
Weighted average remaining life | 1 year 11 months 19 days |
Options forfeited | 26,063 |
Option 2 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Options issued | 169,406 |
Options forfeited | (169,406) |
Options outstanding | 0 |
Vested options | 0 |
Strike price | $ / shares | |
Options forfeited | 169,406 |
Option 3 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Options issued | 1,875 |
Options forfeited | 0 |
Options outstanding | 1,875 |
Vested options | 1,875 |
Strike price | $ / shares | $ 24.96 |
Weighted average remaining life | 1 year 6 months 29 days |
Options forfeited | 0 |
Option 4 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Options issued | 208,500 |
Options forfeited | 0 |
Options outstanding | 208,500 |
Vested options | 0 |
Strike price | $ / shares | $ 2.98 |
Weighted average remaining life | 4 years 9 months 29 days |
Options forfeited | 0 |
STOCKHOLDERS_ EQUITY (Details N
STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($) | Sep. 10, 2021 | Jul. 15, 2021 | Jun. 11, 2021 | May 06, 2021 | Aug. 06, 2020 | Apr. 02, 2019 | Mar. 11, 2019 | Jul. 29, 2021 | Jun. 24, 2021 | Feb. 17, 2021 | Nov. 30, 2020 | Sep. 22, 2020 | Jun. 19, 2020 | Feb. 27, 2019 | Feb. 17, 2021 | Feb. 22, 2019 | Sep. 30, 2021 | Mar. 31, 2021 | Nov. 30, 2020 | Sep. 30, 2020 | Aug. 06, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Nov. 30, 2020 | May 20, 2021 | Dec. 31, 2020 | Aug. 04, 2020 |
Class of Stock [Line Items] | |||||||||||||||||||||||||||
Preferred stock, shares authorized | 25,000,000 | 25,000,000 | |||||||||||||||||||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | |||||||||||||||||||||||||
Stock issued for services, value | $ 255,097 | $ 173,235 | $ 511,458 | $ 555,440 | |||||||||||||||||||||||
Stock exchanged shares issued | 9,215,059 | ||||||||||||||||||||||||||
Stock exchanged shares exchanged | 9,215,059 | ||||||||||||||||||||||||||
Common stock, shares authorized | 500,000,000 | 500,000,000 | 500,000,000 | ||||||||||||||||||||||||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||||||||||||||
Common stock, shares issued | 12,325,736 | 12,325,736 | 5,886,073 | ||||||||||||||||||||||||
Common stock, shares outstanding | 12,325,736 | 12,325,736 | 5,886,073 | ||||||||||||||||||||||||
Reverse stock split | 1-for-32 | ||||||||||||||||||||||||||
Share issued for compensation | 157,943 | 13,125 | |||||||||||||||||||||||||
Share issued for compensation, value | $ 426,446 | $ 35,600 | |||||||||||||||||||||||||
Issuance of common stock in lieu of cash for loans payable and other accrued obligations, value | 50,000 | ||||||||||||||||||||||||||
Stock new issued, value | $ 1,361,708 | 10,315,324 | |||||||||||||||||||||||||
Aggregate intrinsic value | 950,142 | 950,142 | |||||||||||||||||||||||||
Stock-based compensation expense | 460,146 | 0 | 460,146 | 62,600 | |||||||||||||||||||||||
Stock based compensation expense | 33,699 | $ 0 | 33,699 | $ 0 | |||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value | $ 0 | $ 0 | |||||||||||||||||||||||||
Business Acquisition [Member] | |||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||
Stock issued new, shares | 1,771,883 | ||||||||||||||||||||||||||
Stock new issued, value | $ 5,000,000 | ||||||||||||||||||||||||||
Convertible Debentures [Member] | |||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||
Issuance of common stock in connection with issuance of convertible debentures, Shares | 17,746 | 339,678 | |||||||||||||||||||||||||
Issuance of common stock in connection with issuance of convertible debentures, Value | $ 39,750 | $ 736,014 | |||||||||||||||||||||||||
Conv Debt And Interest [Member] | |||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||
Issuance of common stock in connection with the amendment of terms of promissory notes, shares | 1,464,966 | 36,206 | |||||||||||||||||||||||||
Issuance of common stock in connection with the amendment of terms of promissory notes, value | $ 1,766,832 | $ 56,049 | |||||||||||||||||||||||||
Loans Payable And Other Accrued Obligations [Member] | |||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||
Issuance of common stock in lieu of cash for loans payable and other accrued obligations, shares | 15,625 | ||||||||||||||||||||||||||
Issuance of common stock in lieu of cash for loans payable and other accrued obligations, value | $ 50,000 | ||||||||||||||||||||||||||
Debt Exchange Agr [Member] | Oid Notes [Member] | |||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||
Debt conversion, amount | $ 411,223 | $ 111,250 | |||||||||||||||||||||||||
Debt Exchange Agr [Member] | Additional Secured Notes [Member] | |||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||
Debt conversion, amount | $ 782,500 | ||||||||||||||||||||||||||
Debt Exchange Agr [Member] | T D H Secured Notes [Member] | |||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||
Debt conversion, amount | $ 99,633 | ||||||||||||||||||||||||||
Over-Allotment Option [Member] | |||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||
Stock issued new, shares | 361,445 | ||||||||||||||||||||||||||
Gross proceeds | $ 1,500,000 | ||||||||||||||||||||||||||
Accredited Investors [Member] | |||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||
Restricted shares issued during period | 62,500 | ||||||||||||||||||||||||||
Accredited Investors [Member] | Private Placement [Member] | |||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||
Restricted shares issued during period | 19,532 | ||||||||||||||||||||||||||
Two Accredited Investors [Member] | Subscription Agreement [Member] | |||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||
Proceeds from issuance of equity | $ 233,500 | ||||||||||||||||||||||||||
Contractors [Member] | |||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||
Stock issued for services, value | $ 511,458 | $ 555,440 | |||||||||||||||||||||||||
Stock issued for services, shares | 150,393 | 191,034 | |||||||||||||||||||||||||
Labrys [Member] | |||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||
Number of share issued | 105,648 | ||||||||||||||||||||||||||
Warrants purchase | 117,188 | ||||||||||||||||||||||||||
Employee [Member] | |||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||
Granted shares | 208,500 | ||||||||||||||||||||||||||
Stock price | $ 2.98 | ||||||||||||||||||||||||||
Expire term | 5 years | ||||||||||||||||||||||||||
Expected volatility | 326.50% | ||||||||||||||||||||||||||
Risk-free interest rate | 0.37% | ||||||||||||||||||||||||||
Stock-based compensation expense | $ 585,728 | ||||||||||||||||||||||||||
Convertible Preferred Stock [Member] | |||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||
Preferred stock, shares authorized | 2,000,000 | ||||||||||||||||||||||||||
Preferred stock, par value | $ 0.001 | ||||||||||||||||||||||||||
Convertible preferred stock, terms of conversion | Each share of Series A Stock is convertible, at any time, into 0.15625 shares of common stock of the Company | ||||||||||||||||||||||||||
Series A Preferred Stock [Member] | |||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 | ||||||||||||||||||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||||||||||||||
Preferred stock, shares issued | 0 | 0 | 0 | ||||||||||||||||||||||||
Preferred stock, shares outstanding | 0 | 0 | 0 | ||||||||||||||||||||||||
Series A Preferred Stock [Member] | Exchange Agreements [Member] | |||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||
Stock converted, shares converted | 925,000 | ||||||||||||||||||||||||||
Series A Preferred Stock [Member] | Series A Exchange Agreements [Member] | |||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||
Stock converted, shares converted | 925,000 | ||||||||||||||||||||||||||
Series A Preferred Stock [Member] | Private Placement [Member] | |||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||
Deemed dividend | $ 740,899 | ||||||||||||||||||||||||||
Series A Preferred Stock [Member] | Accredited Investors [Member] | |||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||
Stock issued for services, value | $ 400,000 | $ 400,000 | |||||||||||||||||||||||||
Stock issued for services, shares | 400,000 | 400,000 | |||||||||||||||||||||||||
Series A Preferred Stock [Member] | Accredited Investors [Member] | Private Placement [Member] | |||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||
Stock issued for services, value | $ 125,000 | ||||||||||||||||||||||||||
Stock issued for services, shares | 125,000 | ||||||||||||||||||||||||||
Series B Preferred Stock [Member] | |||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 | 10,000,000 | |||||||||||||||||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||||||||||||||
Stock issued for services, value | $ 75,000 | ||||||||||||||||||||||||||
Stock issued for services, shares | 75,000 | ||||||||||||||||||||||||||
Preferred stock, shares issued | 0 | 0 | 5,625,884 | ||||||||||||||||||||||||
Preferred stock, shares outstanding | 0 | 0 | 5,625,884 | ||||||||||||||||||||||||
Series B Preferred Stock [Member] | Secured 12 Conv Notes [Member] | T D H Secured Notes [Member] | |||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||
Debt conversion, amount | $ 1,101,000 | $ 1,256,722 | |||||||||||||||||||||||||
Debt conversion, shares issued | 2,106,825 | 1,739,580 | 158,000 | ||||||||||||||||||||||||
Series B Preferred Stock [Member] | Debt Exchange Agr [Member] | |||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||
Debt conversion, amount | $ 1,700,905 | ||||||||||||||||||||||||||
Debt conversion, shares issued | 3,623,884 | 2,564,175 | 316,000 | ||||||||||||||||||||||||
Series B Preferred Stock [Member] | Series A Exchange Agreements [Member] | |||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||
Stock converted, shares issued | 1,202,500 | ||||||||||||||||||||||||||
Series B Preferred Stock [Member] | Accredited Investors [Member] | |||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||
Proceeds from issuance of equity | $ 250,000 | ||||||||||||||||||||||||||
Stock issued new, shares | 250,000 | ||||||||||||||||||||||||||
Series B Preferred Stock [Member] | Two Accredited Investors [Member] | Subscription Agreement [Member] | |||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||
Proceeds from issuance of equity | $ 300,000 | $ 650,000 | |||||||||||||||||||||||||
Stock issued new, shares | 300,000 | 650,000 | 233,500 | ||||||||||||||||||||||||
Series C Preferred Stock [Member] | |||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 | 10,000,000 | |||||||||||||||||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||||||||||||||
Preferred stock, shares issued | 9,400,259 | 9,400,259 | 0 | ||||||||||||||||||||||||
Preferred stock, shares outstanding | 9,400,259 | 9,400,259 | 0 | ||||||||||||||||||||||||
Series C Preferred Stock [Member] | Convertible Note Of Ten Percentage [Member] | |||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||
Stock issued new, shares | 85,250 | ||||||||||||||||||||||||||
Debt conversion, amount | $ 85,250 | ||||||||||||||||||||||||||
Series C Preferred Stock [Member] | Two Accredited Investors [Member] | Subscription Agreement [Member] | |||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||
Proceeds from issuance of equity | $ 100,000 | ||||||||||||||||||||||||||
Stock issued new, shares | 100,000 |