Cover
Cover | 3 Months Ended |
Mar. 31, 2022 | |
Cover [Abstract] | |
Document Type | S-1/A |
Amendment Flag | true |
Amendment Description | Various edits throughout |
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., #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 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 6,271,328 | $ 6,530,161 |
Accounts receivable, net | 766,747 | 968,579 |
Inventory, net | 95,533 | 91,361 |
Prepaid expenses and other current assets | 503,823 | 457,578 |
Total current assets | 7,637,431 | 8,047,679 |
Operating lease right of use assets | 583,414 | 593,405 |
Property and equipment, net | 518,729 | 577,988 |
Goodwill | 22,376,025 | 22,376,025 |
Intangible assets, net | 5,034,917 | 5,073,074 |
Deferred tax assets, net -- noncurrent | 465,632 | 465,632 |
Other assets | 839,754 | 721,160 |
Total assets | 37,455,902 | 37,854,963 |
Current liabilities: | ||
Accounts payable | 399,597 | 467,711 |
Accrued liabilities | 439,578 | 400,329 |
Dividend payable | 176,844 | 459,068 |
Advanced payments and deferred revenues | 396,155 | 404,428 |
Convertible notes, net -- current | 873,896 | 2,604,346 |
Loans payable -- current | 5,324 | 36,834 |
Related party payables | 50,000 | 50,000 |
Lease liabilities -- current | 344,492 | 333,020 |
Total current liabilities | 2,685,886 | 4,755,736 |
Convertible notes, net of loan discounts | 987,718 | 716,252 |
Lease liabilities | 251,908 | 284,848 |
Contingent purchase consideration | 5,586,493 | 5,586,493 |
Other noncurrent liabilities | 387,742 | 390,833 |
Total liabilities | 9,899,747 | 11,734,162 |
Commitments and contingencies (Note 15) | ||
Stockholders' Equity: | ||
Common stock, $0.001 par value. 500,000,000 shares authorized; 18,725,967 and 12,698,192 shares issued and outstanding as of March 31, 2022 and December 31, 2021, respectively | 18,726 | 12,698 |
Additional paid-in capital | 94,917,681 | 89,851,309 |
Accumulated deficit | (69,957,641) | (66,404,190) |
Accumulated other comprehensive loss | (34,473) | (30,755) |
Total Grom Social Enterprises, Inc. stockholders' equity | 24,953,654 | 23,438,462 |
Noncontrolling interests | 2,602,501 | 2,682,339 |
Total stockholders' equity | 27,556,155 | 26,120,801 |
Total liabilities and equity | 37,455,902 | 37,854,963 |
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 | 0 |
Series C Preferred Stock [Member] | ||
Stockholders' Equity: | ||
Preferred Stock, Value, Issued | $ 9,361 | $ 9,400 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 |
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 | 18,725,967 | 12,698,192 |
Common stock, shares outstanding | 18,725,967 | 12,698,192 |
Series A Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 2,000,000 | 2,000,000 |
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 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Series C 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 | 9,360,759 | 9,400,259 |
Preferred stock, shares outstanding | 9,360,759 | 9,400,259 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Income Statement [Abstract] | ||
Sales | $ 1,231,125 | $ 1,875,284 |
Cost of goods sold | 916,949 | 1,018,121 |
Gross profit | 314,176 | 857,163 |
Operating expenses: | ||
Depreciation and amortization | 64,450 | 148,638 |
Selling, general and administrative | 1,694,819 | 1,262,265 |
Professional fees | 404,066 | 187,109 |
Total operating expenses | 2,163,335 | 1,568,012 |
Loss from operations | (1,849,159) | (710,849) |
Other income (expense) | ||
Interest expense, net | (1,631,022) | (648,846) |
Loss on settlement of debt | 0 | (947,179) |
Other gains (losses) | 23,736 | (8,701) |
Total other expense | (1,607,286) | (1,604,726) |
Loss before income taxes | (3,456,445) | (2,315,575) |
Provision for income taxes (benefit) | 0 | 0 |
Net loss | (3,456,445) | (2,315,575) |
Loss attributable to noncontrolling interest | (79,838) | 0 |
Net loss attributable to Grom Social Enterprises, Inc. stockholders | (3,376,607) | (2,315,575) |
Preferred stock dividend payable on Series C convertible preferred stock | (176,844) | 0 |
Net loss attributable to Grom Social Enterprises, Inc. common stockholders | (3,553,451) | (2,315,575) |
Comprehensive loss: | ||
Net loss | (3,456,445) | (2,315,575) |
Foreign currency translation adjustment | (3,718) | 18,369 |
Comprehensive loss | (3,460,163) | (2,297,206) |
Comprehensive loss attributable to noncontrolling interests | (79,838) | 0 |
Comprehensive loss attributable to Grom Social Enterprises, Inc. common stockholders | $ (3,380,325) | $ (2,297,206) |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Stockholders' 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, 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 loss | (2,315,575) | (2,315,575) | |||||||
Change in foreign currency translation | 18,369 | 18,369 | |||||||
Issuance of common stock in exchange for consulting, professional and other services | $ 17 | 80,113 | 80,130 | ||||||
Issuance of common stock in exchange for consulting, professional and other services, shares | 16,782 | ||||||||
Issuance of common stock in connection with the issuance of convertible note(s) | $ 13 | 29,737 | 29,750 | ||||||
Issuance of common stock in connection with the issuance of convertible notes, shares | 13,282 | ||||||||
Recognition of beneficial conversion features related to convertible note(s) | 249,095 | 249,095 | |||||||
Stock based compensation expense related to stock options | |||||||||
Ending balance, value at Mar. 31, 2021 | $ 9,215 | $ 5,916 | 68,851,062 | (58,107,489) | (20,965) | 10,737,739 | |||
Ending balance, shares at Mar. 31, 2021 | 9,215,059 | 5,916,137 | |||||||
Beginning balance, value at Dec. 31, 2021 | $ 9,400 | $ 12,698 | 89,851,309 | (66,404,190) | (30,755) | 2,682,339 | 26,120,801 | ||
Beginning balance, shares at Dec. 31, 2021 | 9,400,259 | 12,698,192 | |||||||
Net loss | (3,376,607) | (79,838) | (3,456,445) | ||||||
Change in foreign currency translation | (3,718) | (3,718) | |||||||
Issuance of common stock in exchange for consulting, professional and other services | $ 75 | 76,747 | 76,822 | ||||||
Issuance of common stock in exchange for consulting, professional and other services, shares | 74,584 | ||||||||
Issuance of common stock in connection with the issuance of convertible note(s) | |||||||||
Recognition of beneficial conversion features related to convertible note(s) | 363,329 | 363,329 | |||||||
Stock based compensation expense related to stock options | 48,142 | 48,142 | |||||||
Ending balance, value at Mar. 31, 2022 | $ 9,361 | $ 18,726 | $ 94,917,681 | $ (69,957,641) | $ (34,473) | $ 2,602,501 | $ 27,556,155 | ||
Ending balance, shares at Mar. 31, 2022 | 9,360,759 | 18,725,967 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Cash flows from operating activities of continuing operations: | ||
Net loss | $ (3,456,445) | $ (2,315,575) |
Adjustments to reconcile net loss to cash used in operating activities: | ||
Depreciation and amortization | 130,830 | 217,515 |
Amortization of debt discount | 1,621,313 | 441,986 |
Common stock issued in exchange for fees and services | 76,822 | 155,130 |
Stock based compensation | 48,142 | 0 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 201,832 | (137,717) |
Inventory | (4,172) | 20,859 |
Prepaid expenses and other current assets | (46,245) | 42,911 |
Other assets | (118,594) | |
Accounts payable | (70,542) | (348,794) |
Accrued liabilities | 39,250 | 261,402 |
Advanced payments and deferred revenues | (8,273) | (272,315) |
Income taxes payable and other noncurrent liabilities | (3,091) | 1,742 |
Related party payables | (1,225) | |
Net cash used in operating activities | (1,600,696) | (988,573) |
Cash flows from investing activities: | ||
Purchase of fixed assets | (25,825) | (2,391) |
Net cash used in investing activities | (25,825) | (2,391) |
Cash flows from financing activities: | ||
Proceeds from issuance of preferred stock, net of issuance costs | 0 | 950,000 |
Net proceeds from issuance of convertible notes | 1,444,000 | 666,500 |
Repayments of convertible notes | (35,968) | (157,141) |
Repayments of loans payable | (31,510) | (25,921) |
Net cash provided by financing activities | 1,376,522 | 1,433,438 |
Effect of exchange rates on cash and cash equivalents | (8,834) | 19,176 |
Net increase (decrease) in cash and cash equivalents | (258,833) | 461,650 |
Cash and cash equivalents at beginning of period | 6,530,161 | 120,300 |
Cash and cash equivalents at end of period | 6,271,328 | 581,950 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | $ 11,796 | $ 74,299 |
NATURE OF OPERATIONS
NATURE OF OPERATIONS | 3 Months Ended |
Mar. 31, 2022 | |
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. The Company is focused on (i) 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, (ii) creating, acquiring, and developing the commercial potential of Kids & Family entertainment properties and associated business opportunities, (iii) providing world class animation services, and (iv) offering protective web filtering solutions to block unwanted or inappropriate content. The Company operates 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 service-based 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 been nonoperational since its inception. · Curiosity Ink Media, LLC (“Curiosity”) was incorporated in the State of Delaware on January 9, 2017, creates, acquires and develops the commercial potential of Kids & 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. The Company is headquartered in Boca Raton, Florida with offices in Los Angeles, California; Salt Lake City, Utah; Norcross, Georgia; and Manila, Philippines. |
BASIS OF PRESENTATION and SUMMA
BASIS OF PRESENTATION and SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
BASIS OF PRESENTATION and SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2. BASIS OF PRESENTATION and 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 85.2% of the Company’s total revenues on a consolidated basis, was forced to close its offices for significant periods of time from March 2020 through December 2021. 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. In January 2022, the Company started to recall artist and employees to return to the studio which is currently operating at 50% seat capacity. 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. Basis of Presentation The accompanying condensed consolidated financial statements are unaudited and have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in conjunction with the instructions to Form 10-Q of the Securities and Exchange Commission (“SEC”). Accordingly, certain information and footnote disclosures required by GAAP for complete financial statements have been condensed or omitted. For the three months ended March 31, 2022, the condensed consolidated financial statements include the accounts of the Company and its operating subsidiaries Grom Social, TD Holdings, GES, GNS, and Curiosity. The Company recognizes noncontrolling interest related to its less-than-wholly-owned subsidiary, Curiosity, as equity in the consolidated financial statements separate from the parent entity’s equity. The net income (loss) attributable to noncontrolling interest is included in net income (loss) in the condensed consolidated statements of operations and comprehensive loss. 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, which includes intercompany balances and transactions 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, 2021, as presented in the Company’s Annual Report on Form 10-K filed on April 15, 2022 with the SEC. Certain prior period statement of operations captions and balances have been reclassified to conform with the current year presentation, including the allocation of $98,877 from depreciation and amortization and $118,810 in certain fixed overhead costs from selling, general, and administrative expenses previously presented under operating expenses to cost of goods sold during the three months ended March 31, 2021. The changes do not have a financial impact on the Company’s reported revenue, reported net loss, or cash flows from operations. Use of Estimates We have made estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ materially from those estimates. The results of operations for the three months ended March 31, 2022, are not necessarily indicative of the operating results for the full year. Update to Significant Accounting Policies There have been no new or material changes to the significant accounting policies discussed in the Company’s audited financial statements in its Annual Report on Form 10-K for the fiscal year ended December 31, 2021 as filed with the SEC on April 15, 2022, that are of significance, or potential significance, to the Company. Recent Accounting Pronouncements – Issued, not yet Adopted There were no new accounting pronouncements issued in the first quarter of fiscal year 2022 which could impact the Company. Recent Accounting Pronouncements – Adopted In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity s Own Equity (Subtopic 815-40): Issuer s Accounting for Certain Modification or Exchanges of Freestanding Equity-Classified Written Call Options |
REVENUES
REVENUES | 3 Months Ended |
Mar. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
REVENUES | 3. REVENUES The Company’s main types of revenue contracts consists of the following, which are disaggregated from the condensed consolidated statements of operations. Animation Revenue 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. Web Filtering Revenue 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. Produced and Licensed Content Revenue Produced and licensed content revenues are generated from the licensing of internally-produced films and television programs. Licensed internally-produced films and television programming, each individual film or episode delivered represents a separate performance obligation and revenues are recognized when the episode is made available to the licensee for exhibition. For license agreements containing multiple deliverables, revenues are allocated based on the relative standalone selling price of each film or episode of a television series, which is based on licenses for comparable films or series within the marketplace. Agreements to license programming are often long term, with collection terms ranging from one to five years. The advanced billing component for licensed content is initially recorded as deferred revenue and subsequently recognized as revenue upon completion of the performance obligation in accordance with the terms of licensing agreement. Publishing Revenue Publishing revenues are recognized when merchandise is shipped or electronically delivered to the consumer. Consumer print books are generally sold with a right of return. The Company records a returns reserve and corresponding decrease in revenue at the time of sale based upon historical trends. For publishing revenues, payments are due shortly after shipment or electronic delivery. Other Revenue Other revenue corresponds to subscription and advertising revenue from the Grom Social website and mobile application. All revenue recognized in the condensed consolidated statements of operations is considered to be revenue from contracts with customers. The following table depicts the disaggregated revenue listed above within the Sales caption in the condensed consolidated statements of operations: Schedule of disaggregated revenue Three Months Ended March 31, 2022 Three Months Ended March 31, 2021 Animation $ 1,048,613 $ 1,713,658 Web Filtering 182,244 161,241 Produced and Licensed Content – – Publishing 268 385 Total Sales $ 1,231,125 $ 1,875,284 The following table sets forth the components of the Company’s accounts receivable and advanced payments and deferred revenues at March 31, 2022, and December 31, 2021: Schedule of accounts receivable March 31, 2022 December 31, 2021 Billed accounts receivable $ 660,232 $ 822,536 Unbilled accounts receivable 147,477 187,751 Allowance for doubtful accounts (40,962 ) (41,708 ) Total accounts receivable, net $ 766,747 $ 968,579 Total advanced payments and deferred revenues $ 396,155 $ 404,428 During the three months ended March 31, 2022, the Company had three customers that accounted for 65.9 61.7 69.1 61.3 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. |
INVENTORY
INVENTORY | 3 Months Ended |
Mar. 31, 2022 | |
Inventory Disclosure [Abstract] | |
INVENTORY | 4. INVENTORY Inventory consists of costs incurred to produce animated content for third parties customers. Costs incurred to produce the animated content to customers, which include direct production costs, production overhead and supplies are recognized as work-in-progress inventory. As animated content is completed in accordance with the terms stated by the customer, inventory is classified as finished products and subsequently recognized as cost of services as animated content is accepted by and available to the customer. Carrying amounts of animated content are recorded at the lower of cost or net realizable value. Cost is determined using a weighted average cost method for direct production costs, productions overhead and supplies used for completing animation projects. As of March 31, 2022 and December 31, 2021, the Company’s inventory totaled $ 95,533 91,361 81,673 77,501 13,860 |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 3 Months Ended |
Mar. 31, 2022 | |
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 March 31, 2022 and December 31, 2021: Schedule of property and equipment March 31, 2022 December 31, 2021 Cost Accumulated Depreciation Net Book Value Cost Accumulated Depreciation Net Book Value Capital assets subject to depreciation: Computers, software and office equipment $ 2,655,372 $ (2,409,116 ) $ 246,256 $ 2,698,172 $ (2,399,978 ) $ 298,194 Machinery and equipment 183,400 (164,201 ) 19,199 183,618 (162,647 ) 20,971 Vehicles 99,856 (80,950 ) 18,906 101,674 (76,497 ) 25,177 Furniture and fixtures 398,532 (364,230 ) 34,302 401,862 (365,075 ) 36,787 Leasehold improvements 1,138,039 (962,786 ) 175,253 1,086,518 (955,547 ) 130,971 Total fixed assets 4,475,199 (3,981,283 ) 493,916 4,471,844 (3,959,744 ) 512,100 Capital assets not subject to depreciation: Construction in progress 24,813 – 24,813 65,888 – 65,888 Total fixed assets $ 4,500,012 $ (3,981,283 ) $ 518,729 $ 4,537,732 $ (3,959,744 ) $ 577,988 For the three months ended March 31, 2022 and 2021, the Company recorded depreciation expense of $ 92,674 120,786 |
OTHER ASSETS
OTHER ASSETS | 3 Months Ended |
Mar. 31, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
OTHER ASSETS | 6. OTHER ASSETS The following table sets forth the components of the Company’s other assets at March 31, 2022 and December 31, 2021: Schedule Of Other Assets March 31, 2022 December 31, 2021 Capitalized website development costs 424,224 411,800 Prepublication costs 154,786 152,286 Produced and licensed content costs 186,052 76,701 Deposits 74,692 76,052 Other noncurrent assets – 4,321 Total other assets 839,754 721,160 No amortization expense has yet to be recognized for website development costs, prepublication costs and produced and licensed content costs as these properties were still in development as of March 31, 2022. |
LEASES
LEASES | 3 Months Ended |
Mar. 31, 2022 | |
Leases [Abstract] | |
LEASES | 7. LEASES The Company has entered into operating leases primarily for office space. These leases have terms which range from two years to six years, and often include one or more options to renew or in the case of equipment rental, to purchase the equipment. During the three months ended March 31, 2022, the Company recorded an additional $ 80,478 In January 2022, the Company signed a new lease agreement to extend the term until March 2024 of the Company’s office space in Boca Raton, Florida. The total legally binding minimum lease payments for this agreement is approximately $ 94,898 Based on the present value of the lease payments for the remaining lease term of the Company's existing leases, the Company recognized $ 583,414 344,492 251,908 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 Three Months Ended Cash paid for operating lease liabilities $ 110,274 Weighted-average remaining lease term 1.5 Weighted-average discount rate 10 For the three months ended March 31, 2022 and 2021, the Company recorded rent expenses related to lease obligations of $ 105,340 90,993 The maturities of the lease liabilities are as follows as of March 31, 2022: Schedule of amortization of lease liabilities Remainder of 2022 $ 320,246 2023 116,606 2024 52,430 2025 42,596 2026 44,726 Thereafter 42,962 Total future lease payments 623,566 Less: Imputed interest (27,166 ) Present value of lease liabilities $ 596,400 |
BUSINESS COMBINATIONS
BUSINESS COMBINATIONS | 3 Months Ended |
Mar. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
BUSINESS COMBINATIONS | 8. 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. In addition to the tangible assets, goodwill totaling $ 14,271,969 Schedule Of Components Of Income Tax Expense Benefit Consideration Paid: Cash consideration $ 400,000 Common stock issued 5,421,962 Convertible notes 278,000 Contingent purchase consideration 5,586,493 Total consideration $ 11,686,455 The amounts in the table below represent the allocation of the purchase price. The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the acquisition date: Schedule of Recognized Identified Assets Acquired and Liabilities Assumed Cash and cash equivalents $ 26,408 Inventory 65,734 Produced and licensed content cost 187,920 Goodwill and intangible assets 14,271,969 Accounts payable (113,462 ) Noncontrolling interest (2,752,114 ) Total identifiable assets acquired, and liabilities assumed $ 11,686,455 As of March 31, 2022, the initial accounting for the acquisition remains incomplete as the Company expects to finalize the purchase price allocation and valuations by June 30, 2022 to conclude its fair value assessment of the assets acquired and liabilities assumed, including any separately identifiable intangible assets. The Company’s results of operations for the three months ended March 31, 2022 include results of operations for Curiosity. No pro forma information is presented for the Company’s results of operations as if the acquisition of Curiosity had occurred on January 1, 2021 as results of its operations are not considered material to the condensed consolidated financial statements as of and for the three months ended March 31, 2021. |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS | 3 Months Ended |
Mar. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND INTANGIBLE ASSETS | 9. 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. At March 31, 2022 and December 31, 2021, the carrying amount of the Company’s goodwill was $ 22,376,025 The following table sets forth the components of the Company’s intangible assets at March 31, 2022 and December 31, 2021: Schedule of intangible assets Current Year Period Prior Year End Amortization Period (Years) Gross Carrying Amount Accumulated Amortization Accumulated Impairment Net Book Value Gross Carrying Amount Accumulated Amortization Accumulated Impairment Net Book Value Intangible assets subject to amortization: Customer relationships 10.00 1,526,282 (877,612 ) – 648,670 1,600,286 (876,457 ) (37,002 ) 686,827 Mobile software applications 2.00 – – – – 282,500 (282,500 ) – – NetSpective webfiltering software 2.00 – – – – 1,134,435 (1,134,435 ) – – Noncompete agreements 1.50 – – – – 846,638 (846,638 ) – – Subtotal – 1,526,282 (877,612 ) – 648,670 3,863,859 (3,140,030 ) (37,002 ) 686,827 Intangible assets not subject to amortization: Trade names – 4,386,247 – – 4,386,247 4,455,595 – (69,348 ) 4,386,247 Total intangible assets – 5,912,529 (877,612 ) – 5,034,917 8,319,454 (3,140,030 ) (106,350 ) 5,073,074 For the three months ended March 31, 2022 and 2021, the Company recorded amortization expense of $ 38,157 96,728 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 Remainder of 2022 $ 114,471 2023 152,628 2024 152,628 2025 152,628 2026 76,314 Total remaining intangible assets subject to amortization $ 648,670 |
ACCRUED LIABILITIES
ACCRUED LIABILITIES | 3 Months Ended |
Mar. 31, 2022 | |
Payables and Accruals [Abstract] | |
ACCRUED LIABILITIES | 10. ACCRUED LIABILITIES The following table sets forth the components of the Company’s accrued liabilities at March 31, 2022 and December 31, 2021: Accrued Liabilities March 31, 2022 December 31, 2021 Executive and employee compensation $ 231,390 $ 238,669 Interest on convertible notes and promissory notes 30,079 31,997 Other accrued expenses and liabilities 178,109 129,663 Total accrued liabilities $ 439,578 $ 400,329 |
RELATED PARTY PAYABLES
RELATED PARTY PAYABLES | 3 Months Ended |
Mar. 31, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTY PAYABLES | 11. RELATED PARTY PAYABLES Darren 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 create and produce original short form content focusing on social responsibility, anti-bullying, digital citizenship, unique blogs, and special events. 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. For the three months ended March 31, 2022 and 2021, the Marks family was paid a total of $ 7,500 Effective January 1, 2021, the Company entered into a marketing agreement with Caroline Marks, daughter of Mr. Marks, for a period of 60 months in exchange for 52,084 shares of the Company’s common stock. On March 2, 2022, the Board of Directors of the Company approved the issuance the shares of common stock at a fair market value of $ 53,647 Compensation for services provided by the Marks family is expected to continue for the foreseeable future. Liabilities Due to Executive Officers and Directors On July 11, 2018, our director Dr. Thomas Rutherford loaned the Company $ 50,000 10 As of March 31, 2022 and December 31, 2021, the aggregate related party payables balance was $ 50,000 |
CONVERTIBLE NOTES
CONVERTIBLE NOTES | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE NOTES | 12. CONVERTIBLE NOTES The following tables set forth the components of the Company’s convertible notes as of March 31, 2022 and December 31, 2021: Schedule of convertible debt March 31, 2022 December 31, 8% Unsecured Convertible Note (Curiosity) $ 278,000 $ 278,000 10% Senior Secured Convertible Note with Original Issuance Discount (L1 Capital Global Master Fund or “L1”) – 4,125,000 10% Senior Secured Convertible Note with Original Issuance Discount (L1 – Second Tranche) 1,750,000 – 12% Senior Convertible Notes with Original Issuance Discounts (OID Notes) 75,000 75,000 12% Senior Secured Convertible Notes (TDH Secured Notes) 300,143 330,039 12% Senior Secured Convertible Notes (Additional Secured Notes) 56,636 63,099 Loan discounts (598,165 ) (1,550,540 ) Total convertible notes, net 1,861,614 3,320,598 Less: current portion of convertible notes, net (873,896 ) (2,604,346 ) Convertible notes, net $ 987,718 $ 716,252 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 As of March 31, 2022, the principal balance of the Curiosity note was $ 278,000 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 1,047,619 275,000 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 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 6,000,000 1,041,194 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. During the three months ended March 31, 2022, the Company issued an aggregate 5,757,365 4,125,000 of outstanding principal 0 10% Senior Secured Convertible Note with Original Issuance Discount (L1– Second Tranche) On January 20, 2022 (the “Second Tranche Closing”), the Company and LI Capital closed on the Second Tranche of the offering, resulting in the issuance of (i) a $ 1,750,000 10 5 303,682 4.20 1,575,000 175,000 In connection with the Second Tranche Closing, the Company paid to EF Hutton a fee of $ 126,000 The Second Tranche Note is convertible into common stock of the Company at a rate of $4.20 per share (the “Conversion Price”) into 416,667 shares of common stock (the “Second Tranche Conversion Shares”) and, is repayable in equal monthly installments of $111,563 commencing on the date that the SEC declares a registration statement with respect to the resale of such shares effective, with all remaining amounts due on July 20, 2023. The Second Tranche Note is repayable by payment of cash, or, at the discretion of the Company and if the below listed “Equity Conditions” are met, by issuance of shares of the common stock at a price of 95% of the lowest daily VWAP during the ten-trading day period prior to the respective monthly redemption dates (with a floor of $1.92) multiplied by 102% of the amount due on such date. In the event that the ten-trading day VWAP drops below $1.92 the Company will have the right to pay in stock at such ten-trading day VWAP with any shortfall paid in cash. The Conversion Price may be adjusted in the event of dilutive issuances but in no event to less than $0.54 (the “Monthly Conversion Price”). The Company’s right to make monthly payments in stock in lieu of cash for the Second Tranche Note is conditioned on certain conditions (the “Equity Conditions”). The Equity Conditions required to be met each month in order to redeem the Second Tranche Note with stock in lieu of a monthly cash payment, among other conditions set forth therein, include without limitation, that a registration statement be in effect with respect to the resale of the shares issuable upon conversion or redemption of the Second Tranche Note (or, that an exemption under Rule 144 is available), that no default be in effect, that the average daily trading volume of the Company’s common stock would have to be at least $ 550,000 Other provisions of the Second Tranche Note, which is similar in terms to the First Tranche Note, include that the Second Tranche Note Conversion Price is subject to full anti-dilution price protections in the event of financings that are below the Conversion Price with a floor of $ 0.54 In the event of an Event of Default as defined in the notes, if the stock price is below the Conversion Price at the time of default and only for so long as a default is continuing, the Second Tranche Notes would be convertible at a rate of 80% of the lowest VWAP in the ten prior trading days, provided, that if the default is cured the default conversion rate elevates back to the normal Conversion Price As part of the Second Tranche Closing, the Company issued Second Tranche Warrants exercisable for five years from the date of issuance, at $ 4.20 The Second Tranche Note continues to be subject to (i) the repayment and performance guarantees by the subsidiaries of the Company pursuant to a subsidiary guaranty and, (ii) the Security Agreement pursuant to which the LI Capital was granted a security interest in all of the assets of the Company and certain of its subsidiaries, each as entered into in connection with the First Tranche closing on September 14, 2021. As of March 31, 2022, the principal balance of these notes was $ 1,750,000 557,774 10% Secured Convertible Notes with Original Issuance Discounts (“OID Notes”) 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 647,954 411,223 On November 30, 2020, the Company entered into a debt exchange agreement with the remaining holder of these 10% convertible notes pursuant to which an aggregate of 158,000 111,250 46,750 On July 19, 2021, the Company repaid $ 6,329 As of March 31, 2022, the principal balance of these notes was $ 75,000 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 shares of Series B Stock were issued to the noteholder for an aggregate of $99,633 of outstanding principal and accrued and unpaid interest. The Company recognized an extinguishment loss of $58,367 as a result of the exchange. 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 March 31, 2022, the principal balance of these notes was $ 300,143 34,271 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 $3.20 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 debt exchange agreements with certain holders of these 12% Additional Secured Notes pursuant to which an aggregate of 288,350 182,500 As of March 31, 2022, the principal balance of these notes was $ 56,636 6,511 . 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 Remainder of 2022 $ 1,340,940 2023 1,042,793 2024 76,046 2025 and thereafter – Total Convertible notes principal amount payable. $ 2,459,779 |
INCOME TAXES
INCOME TAXES | 3 Months Ended |
Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | 13. INCOME TAXES In calculating the provision for income taxes on an interim basis, the Company uses an estimate of the annual effective tax rate based upon currently known facts and circumstances and applies that rate to its year-to-date earnings or losses. The Company’s effective tax rate is based on expected income and statutory tax rates and takes into consideration permanent differences between financial statement and tax return income applicable to the Company in the various jurisdictions in which the Company operates. The effect of discrete items, such as changes in estimates, changes in rates or tax status, and unusual or infrequently occurring events, is recognized in the interim period in which the discrete item occurs. The accounting estimates used to compute the provision for income taxes may change as new events occur, additional information is obtained or as the result of new judicial interpretations or regulatory or tax law changes. The Company’s interim effective tax rate, inclusive of discrete items, for the three-month periods ended March 31, 2022 and 2021 was 0 |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | 14. STOCKHOLDERS’ EQUITY Preferred Stock The Company is authorized to issue 25,000,000 0.001 Series A Preferred Stock As of March 31, 2022 and December 31, 2021, the Company had no Series B Preferred Stock 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 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 March 31, 2022 and December 31, 2021, the Company had no 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 shares as Series C Preferred Stock (the “Series C Stock”). The Series C Stock ranks senior and prior to all other classes or series of the Company’s preferred stock and common stock. 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 arrears quarterly commencing 90 days from issuance. The dividend shall be payable in shares of common stock (a “PIK Dividend”) and are be due and payable on the date on which such PIK Dividend was declared. 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 On January 24, 2022, the Company issued 20,573 39,500 As of March 31, 2022 and December 31, 2021, the Company had 9,360,759 9,400,259 For the three months ended March 31, 2022, the Company declared cumulative dividends totaling $ 176,844 Common Stock The Company is authorized to issue 500,000,000 0.001 18,725,967 12,698,192 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 Common Stock Issued in Exchange for Consulting, Professional and Other Services During the three months ended March 31, 2022, the Company issued 74,584 76,822 During the three months ended March 31, 2021, the Company issued 16,782 80,130 Common Stock Issued in Connection with the Conversion of Convertible Note Principal and Accrued Interest During the three months ended March 31 2022, the Company issued 5,757,365 4,125,000 Common Stock Issued in Connection with the Issuance of Convertible Notes During the three months ended March 31, 2021, the Company issued 13,282 29,750 Common Stock Issued in Connection with Series C Stock Dividends During the three months ended March 31, 2022, the Company issued 175,253 459,068 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 March 31, 2022 and December 31, 2021. 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 Remaining Contractual Life (Yrs.) Balance January 1, 2021 229,628 $ 7.34 1.66 Warrants issued 4,273,733 4.18 Warrants exercised (249,480 ) – Warrants forfeited (6,711 ) – December 31, 2021 4,247,170 $ 4.40 1.75 Warrants issued 303,682 $ 4.20 Warrants exercised – – Warrants forfeited – – Balance March 31, 2022 4,550,852 $ 4.39 1.61 As of March 31, 2022, the outstanding stock purchase warrants had an aggregate intrinsic value of $ 7,395 Stock Options The following table represents all outstanding and exercisable stock options as of March 31, 2022. Schedule of options Year Issued Options Options Options Vested Weighted Average Exercise Price Weighted Average Remaining Life (Yrs.) 2013 241,730 (26,063 ) 215,667 215,667 $ 7.68 1.47 2018 1,875 – 1,875 1,875 24.96 1.08 2021 208,500 – 208,500 208,500 $ 2.98 4.33 Total 452,105 (26,063 ) 426,042 426,042 $ 5.46 1.98 During the three months ended March 31, 2022, the Company recorded $ 48,142 No As of March 31, 2022, there were $ 454,675 2.3 As of March 31, 2022, the outstanding stock options had an aggregate intrinsic value of $ 0 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 15. COMMITMENTS AND CONTINGENCIES In the ordinary course of business, the Company and its subsidiaries are subject to various pending and potential legal actions, arbitration proceedings, claims, investigations, examinations, regulatory proceedings, information gathering requests, subpoenas, inquiries and matters relating to compliance with laws and regulations (collectively, legal proceedings). Based on the Company’s current knowledge, and taking into consideration its legal expenses, the Company does not believe it is a party to, nor are any of its subsidiaries the subject of, any legal proceeding that would have a material adverse effect on the Company’s consolidated financial condition or liquidity. See also Note 7 (“Leases”). See also Note 13 (“Income Taxes”). |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 16. SUBSEQUENT EVENTS Executive Separation Agreement and Departure of Director On April 22, 2022, Grom Social Enterprises, Inc. (the “Company”), Grom Social, Inc. and Melvin Leiner entered into an Executive Separation Agreement (the “Separation Agreement”), pursuant to which Mr. Leiner retired from his positions as the Company’s Executive Vice President and Chief Operating Officer. Pursuant to the Separation Agreement, Mr. Leiner’s employment with the Company ended on April 22, 2022 and Mr. Leiner is to receive separation payments over a nine (9) month period equal to his base salary, as well as certain limited health benefits. In accordance with the Separation Agreement, the Company will pay to Mr. Leiner the sum of $236,250 in biweekly installments over the nine (9) month period beginning on the first regular Company pay period after April 22, 2022 and ending on January 13, 2023. The Separation Agreement also contains non-disparagement covenants and a mutual release of claims by the parties thereto. On the same day, Mr. Leiner resigned from the Company’s Board of Directors, effectively immediately. Mr. Leiner did not resign as a result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. |
BASIS OF PRESENTATION and SUM_2
BASIS OF PRESENTATION and SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying condensed consolidated financial statements are unaudited and have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in conjunction with the instructions to Form 10-Q of the Securities and Exchange Commission (“SEC”). Accordingly, certain information and footnote disclosures required by GAAP for complete financial statements have been condensed or omitted. For the three months ended March 31, 2022, the condensed consolidated financial statements include the accounts of the Company and its operating subsidiaries Grom Social, TD Holdings, GES, GNS, and Curiosity. The Company recognizes noncontrolling interest related to its less-than-wholly-owned subsidiary, Curiosity, as equity in the consolidated financial statements separate from the parent entity’s equity. The net income (loss) attributable to noncontrolling interest is included in net income (loss) in the condensed consolidated statements of operations and comprehensive loss. 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, which includes intercompany balances and transactions 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, 2021, as presented in the Company’s Annual Report on Form 10-K filed on April 15, 2022 with the SEC. Certain prior period statement of operations captions and balances have been reclassified to conform with the current year presentation, including the allocation of $98,877 from depreciation and amortization and $118,810 in certain fixed overhead costs from selling, general, and administrative expenses previously presented under operating expenses to cost of goods sold during the three months ended March 31, 2021. The changes do not have a financial impact on the Company’s reported revenue, reported net loss, or cash flows from operations. |
Use of Estimates | Use of Estimates We have made estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ materially from those estimates. The results of operations for the three months ended March 31, 2022, are not necessarily indicative of the operating results for the full year. |
Update to Significant Accounting Policies | Update to Significant Accounting Policies There have been no new or material changes to the significant accounting policies discussed in the Company’s audited financial statements in its Annual Report on Form 10-K for the fiscal year ended December 31, 2021 as filed with the SEC on April 15, 2022, that are of significance, or potential significance, to the Company. |
Recent Accounting Pronouncements – Adopted | Recent Accounting Pronouncements – Adopted In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity s Own Equity (Subtopic 815-40): Issuer s Accounting for Certain Modification or Exchanges of Freestanding Equity-Classified Written Call Options |
REVENUES (Tables)
REVENUES (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of disaggregated revenue | Schedule of disaggregated revenue Three Months Ended March 31, 2022 Three Months Ended March 31, 2021 Animation $ 1,048,613 $ 1,713,658 Web Filtering 182,244 161,241 Produced and Licensed Content – – Publishing 268 385 Total Sales $ 1,231,125 $ 1,875,284 |
Schedule of accounts receivable | Schedule of accounts receivable March 31, 2022 December 31, 2021 Billed accounts receivable $ 660,232 $ 822,536 Unbilled accounts receivable 147,477 187,751 Allowance for doubtful accounts (40,962 ) (41,708 ) Total accounts receivable, net $ 766,747 $ 968,579 Total advanced payments and deferred revenues $ 396,155 $ 404,428 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | Schedule of property and equipment March 31, 2022 December 31, 2021 Cost Accumulated Depreciation Net Book Value Cost Accumulated Depreciation Net Book Value Capital assets subject to depreciation: Computers, software and office equipment $ 2,655,372 $ (2,409,116 ) $ 246,256 $ 2,698,172 $ (2,399,978 ) $ 298,194 Machinery and equipment 183,400 (164,201 ) 19,199 183,618 (162,647 ) 20,971 Vehicles 99,856 (80,950 ) 18,906 101,674 (76,497 ) 25,177 Furniture and fixtures 398,532 (364,230 ) 34,302 401,862 (365,075 ) 36,787 Leasehold improvements 1,138,039 (962,786 ) 175,253 1,086,518 (955,547 ) 130,971 Total fixed assets 4,475,199 (3,981,283 ) 493,916 4,471,844 (3,959,744 ) 512,100 Capital assets not subject to depreciation: Construction in progress 24,813 – 24,813 65,888 – 65,888 Total fixed assets $ 4,500,012 $ (3,981,283 ) $ 518,729 $ 4,537,732 $ (3,959,744 ) $ 577,988 |
OTHER ASSETS (Tables)
OTHER ASSETS (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule Of Other Assets | Schedule Of Other Assets March 31, 2022 December 31, 2021 Capitalized website development costs 424,224 411,800 Prepublication costs 154,786 152,286 Produced and licensed content costs 186,052 76,701 Deposits 74,692 76,052 Other noncurrent assets – 4,321 Total other assets 839,754 721,160 |
LEASES (Tables)
LEASES (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Leases [Abstract] | |
Schedule of operating right-of-use assets | Schedule of operating right-of-use assets Three Months Ended Cash paid for operating lease liabilities $ 110,274 Weighted-average remaining lease term 1.5 Weighted-average discount rate 10 |
Schedule of amortization of lease liabilities | Schedule of amortization of lease liabilities Remainder of 2022 $ 320,246 2023 116,606 2024 52,430 2025 42,596 2026 44,726 Thereafter 42,962 Total future lease payments 623,566 Less: Imputed interest (27,166 ) Present value of lease liabilities $ 596,400 |
BUSINESS COMBINATIONS (Tables)
BUSINESS COMBINATIONS (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule Of Components Of Income Tax Expense Benefit | Schedule Of Components Of Income Tax Expense Benefit Consideration Paid: Cash consideration $ 400,000 Common stock issued 5,421,962 Convertible notes 278,000 Contingent purchase consideration 5,586,493 Total consideration $ 11,686,455 |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | Schedule of Recognized Identified Assets Acquired and Liabilities Assumed Cash and cash equivalents $ 26,408 Inventory 65,734 Produced and licensed content cost 187,920 Goodwill and intangible assets 14,271,969 Accounts payable (113,462 ) Noncontrolling interest (2,752,114 ) Total identifiable assets acquired, and liabilities assumed $ 11,686,455 As of March 31, 2022, the initial accounting for the acquisition remains incomplete as the Company expects to finalize the purchase price allocation and valuations by June 30, 2022 to conclude its fair value assessment of the assets acquired and liabilities assumed, including any separately identifiable intangible assets. The Company’s results of operations for the three months ended March 31, 2022 include results of operations for Curiosity. No pro forma information is presented for the Company’s results of operations as if the acquisition of Curiosity had occurred on January 1, 2021 as results of its operations are not considered material to the condensed consolidated financial statements as of and for the three months ended March 31, 2021. |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of intangible assets | Schedule of intangible assets Current Year Period Prior Year End Amortization Period (Years) Gross Carrying Amount Accumulated Amortization Accumulated Impairment Net Book Value Gross Carrying Amount Accumulated Amortization Accumulated Impairment Net Book Value Intangible assets subject to amortization: Customer relationships 10.00 1,526,282 (877,612 ) – 648,670 1,600,286 (876,457 ) (37,002 ) 686,827 Mobile software applications 2.00 – – – – 282,500 (282,500 ) – – NetSpective webfiltering software 2.00 – – – – 1,134,435 (1,134,435 ) – – Noncompete agreements 1.50 – – – – 846,638 (846,638 ) – – Subtotal – 1,526,282 (877,612 ) – 648,670 3,863,859 (3,140,030 ) (37,002 ) 686,827 Intangible assets not subject to amortization: Trade names – 4,386,247 – – 4,386,247 4,455,595 – (69,348 ) 4,386,247 Total intangible assets – 5,912,529 (877,612 ) – 5,034,917 8,319,454 (3,140,030 ) (106,350 ) 5,073,074 |
Schedule of amortization | Schedule of amortization Remainder of 2022 $ 114,471 2023 152,628 2024 152,628 2025 152,628 2026 76,314 Total remaining intangible assets subject to amortization $ 648,670 |
ACCRUED LIABILITIES (Tables)
ACCRUED LIABILITIES (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Payables and Accruals [Abstract] | |
Accrued Liabilities | Accrued Liabilities March 31, 2022 December 31, 2021 Executive and employee compensation $ 231,390 $ 238,669 Interest on convertible notes and promissory notes 30,079 31,997 Other accrued expenses and liabilities 178,109 129,663 Total accrued liabilities $ 439,578 $ 400,329 |
CONVERTIBLE NOTES (Tables)
CONVERTIBLE NOTES (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of convertible debt | Schedule of convertible debt March 31, 2022 December 31, 8% Unsecured Convertible Note (Curiosity) $ 278,000 $ 278,000 10% Senior Secured Convertible Note with Original Issuance Discount (L1 Capital Global Master Fund or “L1”) – 4,125,000 10% Senior Secured Convertible Note with Original Issuance Discount (L1 – Second Tranche) 1,750,000 – 12% Senior Convertible Notes with Original Issuance Discounts (OID Notes) 75,000 75,000 12% Senior Secured Convertible Notes (TDH Secured Notes) 300,143 330,039 12% Senior Secured Convertible Notes (Additional Secured Notes) 56,636 63,099 Loan discounts (598,165 ) (1,550,540 ) Total convertible notes, net 1,861,614 3,320,598 Less: current portion of convertible notes, net (873,896 ) (2,604,346 ) Convertible notes, net $ 987,718 $ 716,252 |
Schedule of future debt maturity payments | Schedule of future debt maturity payments Remainder of 2022 $ 1,340,940 2023 1,042,793 2024 76,046 2025 and thereafter – Total Convertible notes principal amount payable. $ 2,459,779 |
STOCKHOLDERS_ EQUITY (Tables)
STOCKHOLDERS’ EQUITY (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
Schedule of warrants | Schedule of warrants Number of Warrants Outstanding Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Yrs.) Balance January 1, 2021 229,628 $ 7.34 1.66 Warrants issued 4,273,733 4.18 Warrants exercised (249,480 ) – Warrants forfeited (6,711 ) – December 31, 2021 4,247,170 $ 4.40 1.75 Warrants issued 303,682 $ 4.20 Warrants exercised – – Warrants forfeited – – Balance March 31, 2022 4,550,852 $ 4.39 1.61 |
Schedule of options | Schedule of options Year Issued Options Options Options Vested Weighted Average Exercise Price Weighted Average Remaining Life (Yrs.) 2013 241,730 (26,063 ) 215,667 215,667 $ 7.68 1.47 2018 1,875 – 1,875 1,875 24.96 1.08 2021 208,500 – 208,500 208,500 $ 2.98 4.33 Total 452,105 (26,063 ) 426,042 426,042 $ 5.46 1.98 |
REVENUES (Details - Revenue by
REVENUES (Details - Revenue by segment) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Total Sales | $ 1,231,125 | $ 1,875,284 |
Animation [Member] | ||
Total Sales | 1,048,613 | 1,713,658 |
Web Filtering [Member] | ||
Total Sales | 182,244 | 161,241 |
Produced And Licensed Content [Member] | ||
Total Sales | ||
Publishing [Member] | ||
Total Sales | $ 268 | $ 385 |
REVENUES (Details - Accounts Re
REVENUES (Details - Accounts Receivable) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Revenue from Contract with Customer [Abstract] | ||
Billed accounts receivable | $ 660,232 | $ 822,536 |
Unbilled accounts receivable | 147,477 | 187,751 |
Allowance for doubtful accounts | (40,962) | (41,708) |
Total accounts receivable, net | 766,747 | 968,579 |
Total advanced payments and deferred revenues | $ 396,155 | $ 404,428 |
REVENUES (Details Narrative)
REVENUES (Details Narrative) - Customer Concentration Risk [Member] | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Revenue Benchmark [Member] | Three Customers [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Concentration percentage | 65.90% | |
Revenue Benchmark [Member] | Four Customers [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Concentration percentage | 69.10% | |
Accounts Receivable [Member] | Three Customers [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Concentration percentage | 61.70% | |
Accounts Receivable [Member] | Four Customers [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Concentration percentage | 61.30% |
INVENTORY (Details Narrative)
INVENTORY (Details Narrative) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Inventory Disclosure [Abstract] | ||
Inventory, net | $ 95,533 | $ 91,361 |
Inventory work-in-progress | 81,673 | 77,501 |
Inventory finished goods | $ 13,860 | $ 13,860 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 4,500,012 | $ 4,537,732 |
Accumulated depreciation | (3,981,283) | (3,959,744) |
Property and equipment, net | 518,729 | 577,988 |
Computers Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 2,655,372 | 2,698,172 |
Accumulated depreciation | (2,409,116) | (2,399,978) |
Property and equipment, net | 246,256 | 298,194 |
Machinery and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 183,400 | 183,618 |
Accumulated depreciation | (164,201) | (162,647) |
Property and equipment, net | 19,199 | 20,971 |
Vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 99,856 | 101,674 |
Accumulated depreciation | (80,950) | (76,497) |
Property and equipment, net | 18,906 | 25,177 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 398,532 | 401,862 |
Accumulated depreciation | (364,230) | (365,075) |
Property and equipment, net | 34,302 | 36,787 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 1,138,039 | 1,086,518 |
Accumulated depreciation | (962,786) | (955,547) |
Property and equipment, net | 175,253 | 130,971 |
Construction in Progress [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 24,813 | 65,888 |
Accumulated depreciation | 0 | 0 |
Property and equipment, net | $ 24,813 | $ 65,888 |
PROPERTY AND EQUIPMENT (Detai_2
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 92,674 | $ 120,786 |
OTHER ASSETS (Details)
OTHER ASSETS (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Capitalized website development costs | $ 424,224 | $ 411,800 |
Deposits | 74,692 | 76,052 |
Other noncurrent assets | $ 0 | $ 4,321 |
LEASES (Details - Operating rig
LEASES (Details - Operating right-of-use assets and related lease liabilities) | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Leases [Abstract] | |
Cash paid for operating lease liabilities | $ 110,274 |
Weighted-average remaining lease term (in years) | 1 year 6 months |
Weighted-average discount rate | 10.00% |
LEASES (Details - Future minimu
LEASES (Details - Future minimum payment obligations) | Mar. 31, 2022USD ($) |
Leases [Abstract] | |
Remainder of 2022 | $ 320,246 |
2023 | 116,606 |
2024 | 52,430 |
2025 | 42,596 |
2026 | 44,726 |
Total future lease payments | 623,566 |
Less: Imputed interest | (27,166) |
Present value of lease liabilities | $ 596,400 |
LEASES (Details Narrative)
LEASES (Details Narrative) - USD ($) | 3 Months Ended | |||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Sep. 30, 2021 | |
Lessee, Operating Lease, Liability, to be Paid | $ 623,566 | |||
Operating Lease, Right-of-Use Asset | 583,414 | $ 593,405 | ||
Operating Lease, Liability, Current | 344,492 | 333,020 | $ 344,492 | |
Operating Lease, Liability, Noncurrent | 251,908 | $ 284,848 | $ 251,908 | |
Operating Lease, Expense | 105,340 | $ 90,993 | ||
Office Space Boca Raton Fl [Member] | ||||
Lessee, Operating Lease, Liability, to be Paid | $ 94,898 |
BUSINESS COMBINATIONS (Details)
BUSINESS COMBINATIONS (Details) | Aug. 19, 2021USD ($)shares |
Curiosity Ink Media L L C [Member] | |
Business Acquisition [Line Items] | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents | $ 26,408 |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Inventory | 65,734 |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Other | 187,920 |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Accounts Payable | (113,462) |
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net | 11,686,455 |
Curiosity Ink Media L L C [Member] | |
Business Acquisition [Line Items] | |
Payments to Acquire Businesses, Gross | $ 400,000 |
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | shares | 5,421,962 |
Notes Issued | $ 278,000 |
Business Combination, Consideration Transferred | $ 11,686,455 |
BUSINESS COMBINATIONS (Details
BUSINESS COMBINATIONS (Details Narrative) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 | Aug. 19, 2021 |
Business Acquisition [Line Items] | |||
Goodwill | $ 22,376,025 | $ 22,376,025 | |
Curiosity Ink Media L L C [Member] | |||
Business Acquisition [Line Items] | |||
Goodwill | $ 14,271,969 | ||
Purchase Agreement [Member] | |||
Business Acquisition [Line Items] | |||
Shares issued | 1,771,883 | ||
Price per share | $ 2.82 | ||
Long-Term Debt, Gross | $ 400,000 | ||
Conversion price | $ 3.28 | ||
Purchase Agreement [Member] | Convertible Notes Payable [Member] | |||
Business Acquisition [Line Items] | |||
Long-Term Debt, Gross | $ 278,000 | ||
Debt Instrument, Interest Rate, Effective Percentage | 8.00% |
GOODWILL AND INTANGIBLE ASSET_2
GOODWILL AND INTANGIBLE ASSETS (Details - Intangibles) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | ||
Finite intangible assets, gross | $ 1,526,282 | $ 3,863,859 |
Accumulated amortization | (877,612) | (3,140,030) |
Accumulated impairment | 0 | 37,002 |
Indefinite lived intangible asset | 648,670 | 686,827 |
Accumulated impairment | 0 | (37,002) |
Total intangible assets | 5,034,917 | 5,073,074 |
Trade Names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Accumulated impairment | 69,348 | |
Indefinite lived intangible asset | 4,386,247 | 4,386,247 |
Accumulated impairment | (69,348) | |
Indefinite-Lived Intangible Assets (Excluding Goodwill) | $ 4,386,247 | 4,455,595 |
Customer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 10 years | |
Finite intangible assets, gross | $ 1,526,282 | 1,600,286 |
Accumulated amortization | (877,612) | (876,457) |
Accumulated impairment | 0 | 37,002 |
Indefinite lived intangible asset | 648,670 | 686,827 |
Accumulated impairment | $ 0 | (37,002) |
Mobile Software App [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 2 years | |
Finite intangible assets, gross | $ 0 | 282,500 |
Accumulated amortization | 0 | (282,500) |
Accumulated impairment | 0 | 0 |
Indefinite lived intangible asset | 0 | 0 |
Accumulated impairment | $ 0 | 0 |
Net Spective Webfiltering Software [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 2 years | |
Finite intangible assets, gross | $ 0 | 1,134,435 |
Accumulated amortization | 0 | (1,134,435) |
Accumulated impairment | 0 | 0 |
Indefinite lived intangible asset | 0 | 0 |
Accumulated impairment | $ 0 | 0 |
Noncompete Agreements [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 1 year 6 months | |
Finite intangible assets, gross | $ 0 | 846,638 |
Accumulated amortization | 0 | (846,638) |
Accumulated impairment | 0 | 0 |
Indefinite lived intangible asset | 0 | 0 |
Accumulated impairment | $ 0 | $ 0 |
GOODWILL AND INTANGIBLE ASSET_3
GOODWILL AND INTANGIBLE ASSETS (Details - Amortization schedule) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Remainder of 2022 | $ 114,471 | |
2023 | 152,628 | |
2024 | 152,628 | |
2025 | 152,628 | |
2026 | 76,314 | |
Total remaining intangible assets subject to amortization | $ 648,670 | $ 686,827 |
GOODWILL AND INTANGIBLE ASSET_4
GOODWILL AND INTANGIBLE ASSETS (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Carrying amount goodwill | $ 22,376,025 | |
Amortization of Intangible Assets | $ 38,157 | $ 96,728 |
ACCRUED LIABILITIES (Details)
ACCRUED LIABILITIES (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Executive and employee compensation | $ 231,390 | $ 238,669 |
Interest on convertible notes and promissory notes | 30,079 | 31,997 |
Other accrued expenses and liabilities | 178,109 | 129,663 |
Total accrued liabilities | $ 439,578 | $ 400,329 |
RELATED PARTY PAYABLES (Details
RELATED PARTY PAYABLES (Details Narrative) - USD ($) | 3 Months Ended | |||
Mar. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2021 | Jul. 11, 2018 | |
Related Party Transaction [Line Items] | ||||
Accounts payable, related parties | $ 50,000 | $ 50,000 | ||
Stock Issued During Period, Value, New Issues | 53,647 | |||
Darren Marks [Member] | ||||
Related Party Transaction [Line Items] | ||||
Accounts payable, related parties | $ 7,500 | $ 7,500 | ||
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 ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
Convertible Debt, Current | $ (873,896) | $ (2,604,346) |
Convertible Debt, Noncurrent | 987,718 | 716,252 |
Unsecured Convertible Notes Curiosity [Member] | ||
Debt Instrument [Line Items] | ||
Convertible debt, gross | 278,000 | 278,000 |
Senior Secured L 1 Capital Global Master [Member] | ||
Debt Instrument [Line Items] | ||
Convertible debt, gross | 0 | 4,125,000 |
Convertible Debentures [Member] | ||
Debt Instrument [Line Items] | ||
Convertible debt, gross | 1,861,614 | 3,320,598 |
Debt Instrument, Unamortized Discount | (598,165) | (1,550,540) |
Convertible Debentures [Member] | Senior Secured Convertible Note With Original Issuance Discount L 1 [Member] | ||
Debt Instrument [Line Items] | ||
Convertible debt, gross | 1,750,000 | 0 |
Convertible Debentures [Member] | Secured Convertible Notes O I D [Member] | ||
Debt Instrument [Line Items] | ||
Convertible debt, gross | 75,000 | 75,000 |
Convertible Debentures [Member] | Senior Secured Convertible T D H Notes [Member] | ||
Debt Instrument [Line Items] | ||
Convertible debt, gross | 300,143 | 330,039 |
Convertible Debentures [Member] | Senior Secured Convertible Additional Secured Notes [Member] | ||
Debt Instrument [Line Items] | ||
Convertible debt, gross | $ 56,636 | $ 63,099 |
CONVERTIBLE NOTES (Details - De
CONVERTIBLE NOTES (Details - Debt maturities) | Mar. 31, 2022USD ($) |
Debt Disclosure [Abstract] | |
Remainder of 2022 | $ 1,340,940 |
2023 | 1,042,793 |
2024 | 76,046 |
2025 and thereafter | 0 |
Total Convertible notes principal amount payable. | $ 2,459,779 |
CONVERTIBLE NOTES (Details Narr
CONVERTIBLE NOTES (Details Narrative) - USD ($) | Oct. 20, 2021 | Sep. 14, 2021 | Aug. 06, 2020 | Jan. 20, 2022 | Nov. 30, 2020 | Feb. 17, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Mar. 16, 2020 | Aug. 06, 2020 | Dec. 31, 2021 | Aug. 19, 2021 | Jul. 29, 2021 | Jul. 19, 2021 | Dec. 31, 2020 | Jan. 20, 2020 |
Debt Instrument [Line Items] | ||||||||||||||||
Convertible debt, gross | $ 1,750,000 | |||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 4.39 | $ 4.40 | $ 7.34 | |||||||||||||
Monthly installment | $ 275,000 | |||||||||||||||
Proceeds from Convertible Debt | $ 1,444,000 | $ 666,500 | ||||||||||||||
Original issue discount | $ 175,000 | |||||||||||||||
Debt Instrument, Face Amount | 550,000 | |||||||||||||||
Extinguishment loss | $ 46,750 | |||||||||||||||
Original Tdh Notes [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Convertible debt, gross | $ 126,000 | |||||||||||||||
Second Tranche [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Conversion price | $ 4.20 | |||||||||||||||
First Tranche [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Conversion price | $ 0.54 | |||||||||||||||
Senior Ten Percentage Secured Convertible Note With Original Issuance Discount L 1 [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Convertible debt, gross | $ 0 | |||||||||||||||
Number of securities called by each warrant | 303,682 | |||||||||||||||
Debt converted, shares issued | 5,757,365 | |||||||||||||||
Debt Conversion, Original Debt, Amount | $ 4,125,000 | |||||||||||||||
Unamortized discount | 557,774 | |||||||||||||||
Senior Ten Percentage Secured Convertible Note With Original Issuance Discount L 1 [Member] | Warrant [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Exercise Price | $ 2.70 | |||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 0.79% | |||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 299.80% | |||||||||||||||
Fair Value Adjustment of Warrants | $ 1,200,434 | |||||||||||||||
Senior Ten Percentage Secured Convertible Note With Original Issuance Discount L 1 [Member] | Second Tranche [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Proceeds from Convertible Debt | $ 1,750,000 | |||||||||||||||
Secured 10 Conv Notes [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Convertible debt, gross | 75,000 | $ 6,329 | ||||||||||||||
Debt interest rate | 10.00% | |||||||||||||||
Secured 10 Conv Notes [Member] | Series B Preferred Stock [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt converted, shares issued | 647,954 | 158,000 | ||||||||||||||
Debt converted, amount converted | $ 411,223 | $ 111,250 | ||||||||||||||
Secured 12 Conv Notes [Member] | Orginal T D H Secured Notes [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Convertible debt, gross | $ 3,000,000 | |||||||||||||||
Secured 12 Conv Notes [Member] | T D H Secured Notes [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Convertible debt, gross | 300,143 | |||||||||||||||
Unamortized discount | 34,271 | |||||||||||||||
Secured 12 Conv Notes [Member] | T D H Secured Notes [Member] | Series B Preferred Stock [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt converted, shares issued | 2,106,825 | 1,739,580 | ||||||||||||||
Debt converted, amount converted | $ 1,256,722 | |||||||||||||||
Secured 12 Conv Notes [Member] | Additional Secured Notes [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Convertible debt, gross | 56,636 | $ 1,060,000 | ||||||||||||||
Debt interest rate | 12.00% | |||||||||||||||
Unamortized discount | 6,511 | |||||||||||||||
Debt maturity date | Mar. 16, 2024 | |||||||||||||||
Secured 12 Conv Notes [Member] | Additional Secured Notes [Member] | Series B Preferred Stock [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt converted, shares issued | 1,236,350 | |||||||||||||||
Debt converted, amount converted | $ 782,500 | |||||||||||||||
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 | ||||||||||||||
Conversion price | $ 3.28 | |||||||||||||||
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 | |||||||||||||||
Warrants and Rights Outstanding, Term | 5 years | 5 years | ||||||||||||||
Number of securities called by each warrant | 813,278 | |||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 4.20 | $ 4.20 | ||||||||||||||
Price per share | $ 4.20 | |||||||||||||||
Debt converted, shares issued | 1,047,619 | |||||||||||||||
Securities Purchase Agreement [Member] | Senior Ten Percentage Secured Convertible Note With Original Issuance Discount L 1 [Member] | Warrant [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Warrants and Rights Outstanding, 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 | |||||||||||||||
Proceeds from Convertible Debt | $ 6,000,000 | |||||||||||||||
Third Amendment [Member] | Secured 12 Conv Notes [Member] | Original Tdh Notes [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt maturity date | Mar. 16, 2024 |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Effective tax rate | 0.00% | 0.00% |
STOCKHOLDERS' EQUITY (Details -
STOCKHOLDERS' EQUITY (Details - Warrant activity) - $ / shares | Mar. 31, 2022 | Jan. 20, 2022 | Sep. 14, 2021 |
Equity [Abstract] | |||
Warrants outstanding, beginning balance | 4,247,170 | 229,628 | |
Weighted Average Exercise Price, Warrants outstanding, beginning balance | $ 4.40 | $ 7.34 | |
Warrants outstanding, ending balance | 4,550,852 | ||
Weighted Average Exercise Price, Warrants outstanding, ending balance | $ 4.39 |
STOCKHOLDERS' EQUITY (Details_2
STOCKHOLDERS' EQUITY (Details - Option Activity) - Equity Option [Member] | 3 Months Ended |
Mar. 31, 2022$ / sharesshares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Forfeitures in Period | (26,063) |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Number | 426,042 |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested, Number of Shares | 426,042 |
Option Indexed to Issuer's Equity, Strike Price | $ / shares | $ 5.46 |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 1 year 11 months 23 days |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Forfeitures in Period | 26,063 |
Option 1 [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Forfeitures in Period | (26,063) |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Number | 215,667 |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested, Number of Shares | 215,667 |
Option Indexed to Issuer's Equity, Strike Price | $ / shares | $ 7.68 |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 1 year 5 months 19 days |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Forfeitures in Period | 26,063 |
Option 2 [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Forfeitures in Period | 0 |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Number | 1,875 |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested, Number of Shares | 1,875 |
Option Indexed to Issuer's Equity, Strike Price | $ / shares | $ 24.96 |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 1 year 29 days |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Forfeitures in Period | 0 |
Option 3 [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Forfeitures in Period | 0 |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Number | 208,500 |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested, Number of Shares | 208,500 |
Option Indexed to Issuer's Equity, Strike Price | $ / shares | $ 2.98 |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 4 years 3 months 29 days |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Forfeitures in Period | 0 |
STOCKHOLDERS_ EQUITY (Details N
STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($) | Jan. 24, 2022 | Sep. 10, 2021 | Jun. 11, 2021 | May 06, 2021 | Feb. 17, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 |
Class of Stock [Line Items] | ||||||||
Preferred stock, shares authorized | 25,000,000 | |||||||
Preferred stock, par value | $ 0.001 | |||||||
Common stock, shares authorized | 500,000,000 | 500,000,000 | ||||||
Common stock, par value | $ 0.001 | $ 0.001 | ||||||
Common stock, shares issued | 18,725,967 | 12,698,192 | ||||||
Common stock, shares outstanding | 18,725,967 | 12,698,192 | ||||||
Reverse stock split | 1-for-32 | |||||||
Stock issued for services, value | $ 76,822 | $ 80,130 | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Aggregate Intrinsic Value, Outstanding | 7,395 | |||||||
Stock based compensation expense | 48,142 | $ 0 | ||||||
Share-Based Payment Arrangement, Nonvested Award, Option, Cost Not yet Recognized, Amount | $ 454,675 | |||||||
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition | 2 years 3 months 18 days | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Intrinsic Value | $ 0 | |||||||
Series C Preferred Converted [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Conversion of Stock, Shares Issued | 20,573 | |||||||
Conversion of Stock, Shares Converted | 39,500 | |||||||
Contractors [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Stock issued for services, shares | 74,584 | 16,782 | ||||||
Stock issued for services, value | $ 76,822 | $ 80,130 | ||||||
Series A Preferred Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Preferred stock, shares authorized | 2,000,000 | 2,000,000 | ||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | ||||||
Preferred stock, shares issued | 0 | 0 | ||||||
Preferred stock, shares outstanding | 0 | 0 | ||||||
Series B Preferred Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | ||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | ||||||
Preferred stock, shares issued | 0 | 0 | ||||||
Preferred stock, shares outstanding | 0 | 0 | ||||||
Series B Preferred Stock [Member] | Debt Exchange Agr [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Debt conversion, amount | $ 1,700,905 | |||||||
Debt conversion, shares issued | 2,564,175 | |||||||
Series B Preferred Stock [Member] | Subscription Agreement [Member] | Two Accredited Investors [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Stock issued new, shares | 300,000 | 650,000 | ||||||
Proceeds from issuance of equity | $ 300,000 | $ 650,000 | ||||||
Series C Preferred Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | ||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | ||||||
Preferred stock, shares issued | 9,360,759 | 9,400,259 | ||||||
Preferred stock, shares outstanding | 9,360,759 | 9,400,259 | ||||||
Declared cumulative dividends | $ 176,844 | |||||||
Series C Preferred Stock [Member] | Convertible Note Of Ten Percentage [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Debt conversion, amount | $ 85,250 | |||||||
Stock issued new, shares | 85,250 | |||||||
Series C Preferred Stock [Member] | Subscription Agreement [Member] | Two Accredited Investors [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Stock issued new, shares | 100,000 | |||||||
Proceeds from issuance of equity | $ 100,000 |