Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Apr. 09, 2024 | Jun. 30, 2023 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Financial Statement Error Correction [Flag] | false | ||
Entity Interactive Data Current | Yes | ||
ICFR Auditor Attestation Flag | false | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2023 | ||
Document Fiscal Year Focus | 2023 | ||
Document Fiscal Period Focus | FY | ||
Entity Information [Line Items] | |||
Entity Registrant Name | VADO CORP. | ||
Entity Central Index Key | 0001700849 | ||
Entity File Number | 000-56616 | ||
Entity Tax Identification Number | 30-0968244 | ||
Entity Incorporation, State or Country Code | NV | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Shell Company | false | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Public Float | $ 46,785,102 | ||
Entity Contact Personnel [Line Items] | |||
Entity Address, Address Line One | 73 Market St. | ||
Entity Address, City or Town | Venice | ||
Entity Address, State or Province | CA | ||
Entity Address, Postal Zip Code | 90291 | ||
Entity Phone Fax Numbers [Line Items] | |||
City Area Code | (888) | ||
Local Phone Number | 545-0009 | ||
Entity Listings [Line Items] | |||
No Trading Symbol Flag | true | ||
Title of 12(g) Security | COMMON STOCK, $0.001 PAR VALUE PER SHARE | ||
Entity Common Stock, Shares Outstanding | 182,492,221 |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2023 | |
Auditor [Table] | |
Auditor Name | M&K CPAS, PLLC |
Auditor Firm ID | 2738 |
Auditor Location | The Woodlands, TX |
Balance Sheets
Balance Sheets - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets | ||
Cash | $ 133,182 | $ 485,053 |
Investments – restricted | 1,029,256 | 0 |
Accounts receivable | 2,953,497 | 2,080,758 |
Other current assets | 235,242 | 245,486 |
Total current assets | 4,351,177 | 2,811,297 |
Property and equipment, net of accumulated depreciation of $170,854 and $152,058 | 26,463 | 32,976 |
Right of use operating leases, net | 0 | 581,352 |
Intangible assets -amortizable | 110,425 | 286,801 |
Total Assets | 4,488,065 | 3,712,426 |
Current liabilities | ||
Accounts payable and accrued liabilities | 3,555,630 | 2,272,119 |
Acquisition liabilities | 12,500 | 162,500 |
Deferred revenue | 191,766 | 72,630 |
Lease liability, operating leases, current | 0 | 631,144 |
Accrued settlement | 2,476,926 | 1,707,652 |
Convertible notes payable, related party, current, net of discount | 800,000 | 0 |
Total current liabilities | 11,493,038 | 5,952,416 |
Convertible notes payable, related party, net of discount | 1,529,973 | 0 |
Total Liabilities | 13,636,311 | 8,422,826 |
Commitments and contingencies | 0 | 0 |
Stockholders’ equity (deficit) | ||
Common stock, $0.001 par value, 490,000,000 shares authorized, 182,492,222 and 173,757,921 shares issued and outstanding at December 31, 2023 and 2022, respectively | 182,493 | 173,758 |
Preferred stock, Series A; $0.001 par value, 1,000,000 shares authorized, 223,333 and 170,000 shares issued and outstanding at December 31, 2023 and 2022, respectively | 223 | 170 |
Additional paid-in capital | 5,868,972 | 1,793,966 |
Accumulated deficit | (15,199,934) | (6,678,294) |
Total stockholders’ equity (deficit) | (9,148,246) | (4,710,400) |
Total liabilities and stockholders’ equity (deficit) | 4,488,065 | 3,712,426 |
Nonrelated Party [Member] | ||
Current liabilities | ||
Loans payable, current | 3,459,516 | 348,945 |
Loans payable, related party, current | 3,459,516 | 348,945 |
Loans payable | 200,000 | 2,127,836 |
Loans payable, related party | 200,000 | 2,127,836 |
Related Party [Member] | ||
Current liabilities | ||
Loans payable, current | 996,700 | 757,426 |
Loans payable, related party, current | 996,700 | 757,426 |
Loans payable | 413,300 | 342,574 |
Loans payable, related party | $ 413,300 | $ 342,574 |
Balance Sheets (Parentheticals)
Balance Sheets (Parentheticals) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Accumulated depreciation (in Dollars) | $ 170,854 | $ 152,058 |
Common stock, shares authorized | 490,000,000 | 490,000,000 |
Common stock, shares issued | 182,492,222 | 173,757,921 |
Common stock, shares outstanding | 182,492,222 | 173,757,921 |
Common stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 10,000,000 | |
Preferred stock, shares issued | 223,333 | 170,000 |
Preferred stock, shares outstanding | 223,333 | 170,000 |
Preferred stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Series A Preferred Stock [Member] | ||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares outstanding | 223,333 |
Statements of Operations
Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Statement [Abstract] | ||
Revenue | $ 16,033,823 | $ 17,619,504 |
Cost of revenue | 11,293,442 | 11,496,539 |
Gross Profit | 4,740,381 | 6,122,965 |
Operating expenses: | ||
Selling, general and administrative | 10,066,408 | 10,318,956 |
Cost of legal settlement | 894,274 | 0 |
Total operating expenses | 10,960,682 | 10,318,956 |
Net operating loss | (6,220,301) | (4,195,991) |
Interest expense, net of interest income | (2,329,809) | (606,678) |
Interest income, restricted investment | 28,470 | 0 |
Total other expense | (2,301,339) | (606,678) |
Net loss before provision for income taxes | (8,521,640) | (4,802,669) |
Provision for income taxes | 0 | 0 |
Net loss | $ (8,521,640) | $ (4,802,669) |
Net loss per share - basic (in Dollars per share) | $ (0.05) | $ (0.03) |
Net loss per share - diluted (in Dollars per share) | $ (0.05) | $ (0.03) |
Weighted average shares outstanding - basic (in Shares) | 181,525,523 | 165,517,870 |
Weighted average shares outstanding - diluted (in Shares) | 181,525,523 | 165,517,870 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net (loss) income | $ (8,521,640) | $ (4,802,669) |
Adjustment to reconcile net (loss) income to net cash used in operating activities: | ||
Stock based compensation | 1,428,099 | 431,817 |
Amortization of discount on investment | (28,470) | 0 |
Depreciation and amortization | 226,791 | 206,947 |
Amortization of ROU asset | 581,352 | 549,570 |
Amortization of discount on convertible note payable | 302,909 | 0 |
Provision for doubtful accounts | 499,124 | 138,968 |
Minimum interest liability on loan | 1,674,771 | 0 |
Changes in assets and liabilities: | ||
Accounts receivable | (1,371,863) | 1,246,298 |
Other current assets | 10,254 | (67,106) |
Accounts payable | 1,237,189 | (575,237) |
Deferred revenue | 119,136 | (129,776) |
Operating lease liability | (631,144) | (583,884) |
Net cash (used in) provided by operating activities | (3,854,218) | (4,360,072) |
INVESTING ACTIVITIES | ||
Cash paid for fixed assets | (12,283) | (19,740) |
Cash paid for development of intangible assets | (31,619) | (89,094) |
Investment in securities | (1,000,786) | 0 |
Net cash provided by (used in) investing activities | (1,044,688) | (108,834) |
FINANCING ACTIVITIES | ||
Proceeds from sale of common stock | 500,000 | 1,000,000 |
Proceeds from exercise of stock options | 5,071 | 105 |
Proceeds from notes payable - related parties | 310,000 | 500,000 |
Proceeds from EIDL Loan | 0 | 50,000 |
Proceeds from convertible notes payable - related parties | 2,724,000 | 0 |
Issuance of Series A Preferred Stock for cash | 1,500,000 | 0 |
Principal payments on loan payable | (492,036) | (132,530) |
Net cash provided by (used in) financing activities | 4,547,035 | 1,417,575 |
Net increase in cash and cash equivalents | (351,871) | (3,051,331) |
Cash and cash equivalents at beginning of period | 485,053 | 3,536,384 |
Cash and cash equivalents at end of period | 133,182 | 485,053 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||
Interest paid | 483,252 | 402,648 |
Income taxes paid | 0 | 0 |
NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Effect of reverse merger | 53,308 | 0 |
Issuance of preferred stock for prepaid services | 100,000 | 0 |
Acquisition Liability [Member] | ||
Changes in assets and liabilities: | ||
Acquisition liability | (150,000) | (150,000) |
Accrued settlement | (150,000) | (150,000) |
Accrued Settlement Liability [Member] | ||
Changes in assets and liabilities: | ||
Acquisition liability | 769,274 | (625,000) |
Accrued settlement | 769,274 | (625,000) |
November Convertible Note [Member] | ||
Adjustment to reconcile net (loss) income to net cash used in operating activities: | ||
Amortization of discount on convertible note payable | 9,439 | |
NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Discount on Convertible Note | 156,250 | 0 |
May Convertible Note [Member] | ||
Adjustment to reconcile net (loss) income to net cash used in operating activities: | ||
Amortization of discount on convertible note payable | 77,783 | |
NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Discount on Convertible Note | 325,000 | 0 |
February Convertible Note [Member] | ||
Adjustment to reconcile net (loss) income to net cash used in operating activities: | ||
Amortization of discount on convertible note payable | 215,686 | |
NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Discount on Convertible Note | $ 215,686 | $ 0 |
Statements of Changes in Stockh
Statements of Changes in Stockholders’ Equity - USD ($) | Series A Preferred Stock [Member] Preferred Stock [Member] | Series A Preferred Stock [Member] Additional Paid-in Capital [Member] | Series A Preferred Stock [Member] | Common Stock [Member] | Preferred Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Balance at Dec. 31, 2021 | $ 168,580 | $ 150 | $ 367,242 | $ (1,875,625) | $ (1,339,653) | |||
Balance (in Shares) at Dec. 31, 2021 | 168,579,889 | 150,000 | ||||||
sale of stock | $ 4,984 | 995,016 | 1,000,000 | |||||
sale of stock (in Shares) | 4,983,414 | |||||||
Issuance of restricted stock awards to employee | $ 193 | 16,731 | 16,924 | |||||
Issuance of restricted stock awards to employee (in Shares) | 193,393 | |||||||
Issuance of shares for exercise of stock options | $ 1 | 104 | $ 105 | |||||
Issuance of shares for exercise of stock options (in Shares) | 1,225 | 1,225 | ||||||
Vesting of stock options | 414,893 | $ 414,893 | ||||||
Effect of reverse merger | $ 20,000 | $ 20 | (20) | |||||
Effect of reverse merger (in Shares) | 20,000 | |||||||
Net income (loss) | (4,802,669) | (4,802,669) | ||||||
Balance at Dec. 31, 2022 | $ 173,758 | $ 170 | 1,793,966 | (6,678,294) | (4,710,400) | |||
Balance (in Shares) at Dec. 31, 2022 | 173,757,921 | 170,000 | ||||||
sale of stock | $ 50 | $ 1,499,950 | $ 1,500,000 | $ 1,692 | 498,308 | 500,000 | ||
sale of stock (in Shares) | 50,000 | 1,692,476 | ||||||
Discount on convertible notes payable | 696,936 | 696,936 | ||||||
Shares issued for conversion of stock options | $ 57 | 5,014 | $ 5,071 | |||||
Shares issued for conversion of stock options (in Shares) | 56,324 | |||||||
Issuance of shares for exercise of stock options (in Shares) | 56,324 | |||||||
Effect of reverse merger | $ 6,986 | (53,308) | $ (46,322) | |||||
Effect of reverse merger (in Shares) | 6,985,500 | |||||||
Share based compensation | 1,328,109 | 1,328,109 | ||||||
Issuance of shares to service provider | $ 3 | 99,997 | 100,000 | |||||
Issuance of shares to service provider (in Shares) | 3,333 | |||||||
Net income (loss) | (8,521,640) | (8,521,640) | ||||||
Balance at Dec. 31, 2023 | $ 182,493 | $ 223 | $ 5,868,972 | $ (15,199,934) | $ (9,148,246) | |||
Balance (in Shares) at Dec. 31, 2023 | 182,492,221 | 223,333 |
Nature of Operations
Nature of Operations | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | 1. Nature of Operations Vado Corp. (“Vado” or the “Company”) is a Nevada corporation established on February 10, 2017. On February 24, 2023 the Company completed a share exchange agreement (the “Exchange Agreement”) with Socialcom, Inc, a California corporation (“Socialcom”) and the shareholders of Socialcom (the “Closing”). Pursuant to the closing of the Exchange Agreement, the Company issued to the Socialcom shareholders a total of 173,757,921 shares of the Company’s common stock, representing approximately 96% of the outstanding shares of common stock of the Company after giving effect to such issuance, in exchange for all of the shares of Socialcom common stock held by such Socialcom shareholders. The net amount of 6,985,500 shares of the Company’s common stock were held by the previous Vado Corp. shareholders subsequent to the Exchange Agreement. Following the Closing, in May 2023 the Company issued a total of 6,015,757 shares of common stock in exchange for 687,515 shares of Socialcom common stock held by the then minority shareholders of Socialcom. As a result of the foregoing Socialcom became a wholly-owned (rather than a 96.6% owned) subsidiary of the Company. The Company acquired no assets and $46,322 of liabilities in connection with the Exchange Agreement. Following the closing, the Company through Socialcom operates as a digital marketing and services company focused on delivering integrated advertising and technology performance solutions to independent agencies and brands through its omnichannel trading desk platform. Socialcom was incorporated in the State of California on March 8, 2013, for the purpose of delivering integrated advertising and technology services to independent agencies and brands. The Company’s tech solution, both self-service and managed service, is built to deliver end-to-end omnichannel performance, including advertising technology, data-driven campaign optimization and creative services. Since its inception the strategic focus of the company has been oriented toward mid-market businesses, a significant and generally underserved segment of the larger US economy, especially with respect to their need for powerful enterprise advertising technology solutions to drive improved business outcomes and level the playing field against often larger, better-funded competitors. Socialcom continues to embrace future-first solutions, recognizing ongoing changes in the ad tech space, from data usage and privacy, to emerging technologies and platforms. The Company operates tdX, an omnichannel trading desk platform, providing unified buy-side access to the full-breadth of the ad tech ecosystem, including 24 performance platforms across programmatic, display, CTV, DOOH, and audio, along with search and social. tdX represents a holistic performance solution, unified by the company’s robust data infrastructure, delivering powerful real-time campaign learnings and cross-channel performance optimizations, along with sophisticated analytics designed to deliver scalable and sustainable campaign outcomes. Tech-enabled creative services, delivered by the Company’s internal creative team, Socialcom Studio, ensures that creative is a powerful driver of campaign success, providing differentiated, performance-oriented brand and product ad units and other digital content for deployment within customer campaigns. Each of these elements, seamlessly integrated within Socialcom’s tech stack, represents a unified customer acquisition and growth solution for the performance marketer, seeking a holistic advertising solution that can deliver measurable and scalable results against clearly defined business goals. |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies [Text Block] | 2. Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation These financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States and are expressed in US dollars. The Company has adopted a fiscal year end of December 31. The accompanying audited consolidated financial statements include the accounts of Socialcom and Vado Corp. All material intercompany transactions have been eliminated in consolidation. Going Concern Our financial statements were prepared using accounting principles generally accepted in the United States of America applicable to a going concern, which contemplate the realization of assets and liquidation of liabilities in the normal course of business. As shown in the accompanying financial statements, during the year ended December 31, 2023, the Company incurred a net loss in the amount of $8,521,640. At December 31, 2023, the Company had cash in the amount of $133,182, a working capital deficit in the amount of $7,141,861, and an accumulated deficit of $15,199,934. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for one year from the issuance of the audited financial statements. Management intends to finance operating costs over the next twelve months with the proceeds from the sale of equity securities, and/or revenues from operations. Although the Company has been successful in raising funds, there can be no assurance that we will be successful in our efforts to raise additional debt or equity capital and/or that cash generated by our future operations will be adequate to meet our needs. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all highly liquid investments with maturities of three months or less to be cash equivalents. The Company had cash of $133,182 and $485,053 and no cash equivalents as of December 31, 2023 and 2022, respectively. Restricted Investment The Company has a restricted investment in the amount of $1,029,256 in connection with a complaint filed by a former services provider of the Company in the amount of $1,442,441 for amounts due. The restricted investment is held in the form of a United States Treasury Bill which matures on May 16, 2024. It is the Company’s intention to hold this investment to maturity. See notes 3, 14, and 17. Property, Plant, and Equipment Property and equipment is recorded at the lower of cost or estimated net recoverable amount, and is depreciated using the straight-line method over its estimated useful life. Property acquired in a business combination is recorded at estimated initial fair value. Property, plant, and equipment are depreciated using the straight-line method based on the lesser of the estimated useful lives of the assets or the lease term based upon the following life expectancy: Years Office equipment 3 to 5 Furniture & fixtures 3 to 7 Leasehold improvements Term of lease Repairs and maintenance expenditures are charged to operations as incurred. Major improvements and replacements, which extend the useful life of an asset, are capitalized and depreciated over the remaining estimated useful life of the asset. When assets are retired or sold, the cost and related accumulated depreciation are eliminated and any resulting gain or loss is reflected in operations. Long-Lived Assets The Company reviews its property and equipment and any identifiable intangibles including goodwill for impairment on an annual basis utilizing the guidance set forth in the Statement of Financial Accounting Standards Board ASC 350 “Intangibles – Goodwill and Other” and ASC 360 “Property, Plant, and Equipment.” At December 31, 2023 and 2022, the net carrying value of intangible assets on the Company’s balance sheet was $110,425 and $286,801, respectively. Concentrations of Credit Risk The Company maintains its cash in bank deposit accounts and other accounts, the balances of which at times may be uninsured or exceed federally insured limits. From time to time, some of the Company’s funds are also held by escrow agents; these funds may not be federally insured. The Company continually monitors its banking relationships and consequently has not experienced any losses in such accounts. Advertising and Marketing Costs All costs associated with advertising and promoting products are expensed as incurred. Total recognized advertising and marketing expenses were $164,307 and $100,862 for the years ended December 31, 2023 and 2022, respectively. Fair Value of Financial Instruments Pursuant to Accounting Standards Codification (“ASC”) No. 825 - Financial Instruments, the Company is required to estimate the fair value of all financial instruments included on its balance sheets. The carrying amounts of the Company’s cash and cash equivalents, notes receivable, convertible notes payable, accounts payable and accrued expenses, none of which is held for trading, approximate their estimated fair values due to the short-term maturities of those financial instruments. A three-tier fair value hierarchy is used to prioritize the inputs in measuring fair value as follows: Level 1 - Quoted prices in active markets for identical assets or liabilities. Level 2 - Quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable, either directly or indirectly. Level 3 - Significant unobservable inputs that cannot be corroborated by market data. Capitalized Software Development Costs The Company capitalizes certain costs associated with creating and enhancing internally developed software related to the development of the Company’s platform solution. These costs include third party development expenses for that are directly associated with and devote time to software development projects. Software development costs that do not qualify for capitalization, as further discussed below, are expensed as incurred and recorded in operating expenses in the consolidated statements of operations. The Company’s customers do not take possession of the software and cannot run the software on their own hardware. For these reasons, pursuant to ASC 985-20 Costs of Software to Be Sold, Leased, or Marketed (“ASC 982-20”), the software is considered a software hosting arrangement and the Company applied the guidance of ASC 350-40 Intangibles – Goodwill and Other: Internal Use Software” (“ASC 350-40"). Pursuant to ASC 350-40, software development activities typically consist of three stages: (1) the planning phase; (2) the application and infrastructure development stage; and (3) the post-implementation stage. Costs incurred in the planning and post implementation phases, including costs associated with the post-configuration training and repairs and maintenance of the developed technologies, are expensed as incurred. The Company capitalizes costs associated with software developed when the preliminary project stage is completed, management implicitly or explicitly authorizes and commits to funding the project and it is probable that the project will be completed and perform as intended. Costs incurred in the application and infrastructure development phases, including significant enhancements and upgrades, are capitalized. Capitalization ends once a project is substantially complete and the software is ready for its intended purpose. Software development costs are amortized using a straight-line method over the estimated useful life of three years, commencing when the software is ready for its intended use. The straight-line recognition method approximates the manner in which the expected benefit will be derived. Operating Leases The Company accounts for its leasing arrangements by applying the guidance of Accounting Standards Update No. 2016-02, Leases (Topic 842), (“ASU 2016-02”). The Company enters into operating leases for its office space. The Company does not have finance leases. The Company determines if an arrangement is, or contains, a lease at inception. Operating lease assets represent the Company’s right to control the use of an identified asset for a period of time, or term, in exchange for consideration, and operating lease liabilities represent its obligation to make lease payments arising from the aforementioned right. Operating lease assets and liabilities are initially recorded based on the present value of lease payments over the lease term, which includes the minimum unconditional term of the lease, and may include options to extend or terminate the lease when it is reasonably certain at the commencement date that such options will be exercised. As the rate implicit for each of the Company’s leases is not readily determinable, the Company uses its incremental borrowing rate, based on the information available at the lease commencement date in determining the present value of its expected lease payments. The Company has elected to not separate lease and non-lease components. Operating lease assets are amortized on a straight-line basis in operating lease expense over the lease term on the consolidated statements of operations. The related amortization, along with the change in the operating lease liabilities, are separately presented within the cash flows from operating activities on the consolidated statements of cash flows. The Company records lease expense for operating leases, some of which have escalating rent payments, on a straight-line basis over the lease term. Certain leases contain provisions for property-related costs that are variable in nature for which the Company is responsible, including common area maintenance and other property operating services. These costs are calculated based on a variety of factors including property values, tax and utility rates, property services fees and other factors. See note 8. Revenue Recognition The Company generates its revenue by providing marketers and advertising agencies with the ability to deliver digital marketing and marketing-related solutions. The Company’s primary business is to deliver omnichannel programmatic, paid search, and paid social advertising services for its customers. The Company also does a limited amount of marketing-related project work for customers, including creative services, and also has a reseller solution with a partner. This results in the following revenue streams: ● Programmatic Solutions ● Paid Search & Social Solutions ● Services Revenue ● Self-Serve Revenue The Company applies a five-step approach as defined in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 606: Revenue from Contracts with Customers (“ASC 606”) in determining the amount and timing of revenue to be recognized: ● Identification of a contract with a customer; ● Identification of the performance obligation in the contract; ● Determination of the transaction price; ● Allocation of the transaction price to the performance obligations in the contract; and ● Recognition of revenue when or as the performance obligations are satisfied. The determination of whether revenue should be reported on a gross or a net basis is based upon an assessment of whether we are acting as the principal or agent in the transaction based upon the guidance in ASC 606. Making such determinations involves judgment and is based on an evaluation of the terms of each arrangement, none of which are considered presumptive or determinative. We act as a principal and recognize revenue on a gross basis if (i) we control the advertising inventory before it is transferred to our customers; (ii) we bear sole responsibility for fulfillment of the advertising promise and inventory risks and (iii) we have full discretion in establishing prices. We applied the guidance of ASC 606 to our revenue streams as follows: Programmatic Solutions: Programmatic revenue consists of delivering our customer’s budget programmatically through our trading desk model, where multiple Demand Side Platforms (“DSP”) are utilized to deliver advertising budgets as paid impressions. The Company, through its understanding of DSP platforms, transacts to spend customer’s budgets within the platforms to execute against customer marketing goals as efficiently and effectively as possible. In this arrangement, our team will perform all of the setup, activation, strategy, tactic building, implementation and delivery of the campaign through a partner platform or platforms. We enter into an Insertion Order / Media Plan (“IO”) with all Programmatic customers. The IO states the services that are to be performed and a budget for each tactic or tactics. We bill our customers for a percentage of the total spend, and recognize revenue upon completion of the performance obligation. Because we are in control of this process and assume inventory risk, we recognize revenue on a gross basis. Paid Search & Social Solutions: We enter into an Insertion Order / Media Plan (“IO”) with all Paid Search & Social customers. The IO states the services that are to be performed and a budget for each tactic. We bill our customers for a percentage of the total spend, and recognize revenue upon completion of the performance obligation. In instances where we pay the third party for inventory, we recognize revenue on a gross basis because we bear the inventory risk. In instances where the customer pays the third party, we recognize revenue on a net basis. Services Revenue: We enter into Statement of Work (“SOW”) agreements with all Services customers. The SOW includes estimated costs to be applied against the services to be performed, and establishes payment and billing terms. Services revenue is recognized on a gross basis. Self-Serve Revenue: Self-serve revenue consists of revenues generated through our Admatx platform, as well as through reselling access to a major enterprise DSP. Users of Admatx agree to our platform terms and conditions, and we enter into Master Services Agreements (“MSA”) with all reseller customers. The Platform Terms and Conditions and MSAs detail the work and responsibilities of each party and their respective obligations. Self-serve revenue is recognized on a net basis. Deferred Revenue Certain customer arrangements in the Company's business result in deferred revenues when cash payments are received in advance of performance. The following table represents the changes in deferred revenue as reported on the Company’s consolidated balance sheets: Balance acquired as of December 31, 2021 $ 202,406 Cash payments received 1,649,836 Net sales recognized (1,779,612 ) Balance as of December 31, 2022 $ 72,630 Cash payments received 2,627,246 Net sales recognized (2,508,110 ) Balance as of December 31, 2023 $ 191,766 Stock-Based Compensation We recognize compensation costs to employees under FASB ASC Topic 718, Compensation – Stock Compensation (“ASC 718”). Under FASB ASC 718, companies are required to measure the compensation costs of share-based compensation arrangements based on the grant-date fair value and recognize the costs in the financial statements over the period during which employees are required to provide services. Share-based compensation cost for stock options are estimated at the grant date based on each option’s fair-value as calculated by the Black-Scholes-Merton (“BSM”) option-pricing model. Share-based compensation arrangements may include stock options, restricted share plans, performance-based awards, share appreciation rights and employee share purchase plans. Such compensation amounts, if any, are amortized over the respective vesting periods of the option grant. Equity instruments issued to recipients other than employees are recorded pursuant to the guidance contained in ASU 2018-07 (“ASU 2018-07”), Improvements to Non-employee Share-Based Payment Accounting, which simplified the accounting for share-based payments granted to non-employees for goods and services. Under the ASU 2018-07, most of the guidance on such payments to non-employees would be aligned with the requirements for share-based payments granted to employees. Basic and Diluted Earnings or Loss Per Share Basic net earnings per share is based on the weighted average number of shares outstanding during the period, while fully diluted net earnings per share is based on the weighted average number of shares of common stock and potentially dilutive securities assumed to be outstanding during the period using the treasury stock method. Potentially dilutive securities consist of options to purchase common stock. Basic and diluted net loss per share are computed based on the weighted average number of shares of common stock outstanding during the period. At December 31, 2023 and 2022, the Company had the following potentially dilutive instruments outstanding: a total of 21,684,635 and 7,851,078 shares, respectively, issuable upon the exercise of stock options. The Company uses the treasury stock method to calculate the impact of outstanding stock options and warrants. Stock options for which the exercise price exceeds the average market price over the period have an anti-dilutive effect on earnings per common share and, accordingly, are excluded from the calculations. At December 31, 2023 and 2022, 610,920 and 1,009,176 stock options are excluded from the calculation of fully-diluted shares outstanding. Income Taxes The Company accounts for income taxes under the asset and liability method in accordance with ASC 740. The Company recognizes deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax liabilities and assets are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The components of the deferred tax assets and liabilities are classified as current and non-current based on their characteristics. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations. Commitments and Contingencies Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. The Company’s management and its legal counsel assess such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company’s legal counsel evaluates the perceived merits of any legal proceedings or unasserted claims brought to such legal counsel’s attention as well as the perceived merits of the amount of relief sought or expected to be sought therein. If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potentially material loss contingency is not probable, but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material, would be disclosed. Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the nature of the guarantee would be disclosed. Recent Accounting Pronouncements In January 2017, the FASB issued ASU No. 2017-04, Simplifying the Test for Goodwill Impairment, which simplifies the subsequent measurement of goodwill by eliminating Step 2 from the goodwill impairment test. In computing the implied fair value of goodwill under Step 2, current U.S. GAAP requires the performance of procedures to determine the fair value at the impairment testing date of assets and liabilities (including unrecognized assets and liabilities) following the procedure that would be required in determining the fair value of assets acquired and liabilities assumed in a business combination. Instead, the amendments under this ASU require the goodwill impairment test to be performed by comparing the fair value of a reporting unit with its carrying amount. An impairment charge should be recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. The ASU became effective for the Company on January 1, 2020. Adoption of ASU 2017-04 did not have a material effect on the Company’s financial statements. In December 2019, the FASB issued ASU No. 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020, with early adoption permitted. The Company adopted this standard effective January 1, 2021; we do not expect the adoption to have a material impact on the Company’s financial statements. In August 2020, the FASB issued ASU 2020-06, “Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40)”. This ASU reduces the number of accounting models for convertible debt instruments and convertible Preferred Stock. As well as amend the guidance for the derivatives scope exception for contracts in an entity’s own equity to reduce form-over-substance-based accounting conclusions. In addition, this ASU improves and amends the related EPS guidance. This standard is effective for us on January 1, 2022, including interim periods within such fiscal year. Adoption is either a modified retrospective method or a fully retrospective method of transition. We are currently assessing the impact the new guidance will have on our consolidated financial statements. There are various other updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to a have a material impact on the Company’s consolidated financial position, results of operations or cash flows. |
Investments - Restricted
Investments - Restricted | 12 Months Ended |
Dec. 31, 2023 | |
Disclosure Text Block Supplement [Abstract] | |
Investment [Text Block] | 3. Investments - Restricted The Company has a restricted investment in the amount of $1,029,256 in connection with a complaint filed by a former services provider of the Company in the amount of $1,442,441 for amounts due. The restricted investment is held in the form of a United States Treasury Bill which matures on May 16, 2024. It is the Company’s intention to hold this investment to maturity. See notes 14 and 17. The components of restricted investments were as follows: Fair Unrealized December 31, 2023 Value Losses U.S. Treasury Bill $ 1,029,891 $ (365 ) Fair Unrealized December 31, 2022 Value Losses U.S. Treasury Bill $ - $ - The investment consists of one U.S. Treasury Bill with a maturity date of May 16, 2024 and original par value of $1,049,000. This instrument was purchased June 13, 2023 at a price of $1,000,786 and an original issue discount of $48,214. During the year ended December 31, 2023, the Company recorded interest income in the amount of $28,470 in connection with this investment. |
Accounts Receivable
Accounts Receivable | 12 Months Ended |
Dec. 31, 2023 | |
Receivables [Abstract] | |
Loans, Notes, Trade and Other Receivables Disclosure [Text Block] | 4. Accounts Receivable Accounts receivable, net was $2,953,497 and $2,080,758 at December 31, 2023 and 2022, respectively. During the years ended December 31, 2023 and 2022, the Company charged the amount of $499,124 and $138,968, respectively, to bad debt expense. At December 31, 2023 and 2022, the Company maintained a reserve for doubtful accounts in the amount of $571,773 and $224,974, respectively. On June 13, 2019, the Company entered into an accounts receivable financing and security agreement (the “Financing Agreement”) in the maximum amount of $10,000,000 whereby the Company would be advanced up to 85% of the gross value of its accounts receivable invoices submitted to the lender for purchase. On June 11, 2021, the maximum amount available under the Financing Agreement was reduced to $5,000,000, and on June 8, 2022, the maximum amount available under the Financing Agreement was reduced to $3,000,000 and the facility interest rate was increased to LIBOR plus 7.25% per annum (up from LIBOR plus 6.50%). The Financing Agreement provides for an initial financing fee equal to 1/12th of the facility interest rate and additional monthly financing fees of 1/12th of the facility interest rate. The revolving credit facility under the Financing Agreement is secured by the trade accounts receivable of the Company and guaranteed by its assets. During the years ended December 31, 2023 and 2022, the Company charged to interest expense the amount of $107,089 and $104,754, respectively, pursuant to the Financing Agreement. Accounts receivable, net consisted of the following at December 31, 2023 and 2022: December 31, December 31, 2023 2022 Accounts receivable $ 3,155,200 $ 2,048,001 Due under Financing Agreement, net 370,070 257,731 Allowance for doubtful accounts (571,773 ) (224,974 ) Total $ 2,953,497 $ 2,080,758 |
Other Current Assets
Other Current Assets | 12 Months Ended |
Dec. 31, 2023 | |
Disclosure Text Block Supplement [Abstract] | |
Other Current Assets [Text Block] | 5. Other Current Assets Other current assets consisted of the following at December 31, 2023 and 2022: December 31, December 31, 2023 2022 Deposits $ 39,792 174,092 Prepaid expenses 195,450 71,394 Total $ 235,242 $ 245,486 |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment Disclosure [Text Block] | 6. Property and Equipment Property and equipment consisted of the following at December 31, 2023 and 2022: December 31, December 31, 2023 2022 Computer equipment $ 151,426 $ 139,143 Leasehold improvements 45,891 45,891 Less: accumulated depreciation (170,854 ) (152,058 ) Property and equipment, net $ 26,463 $ 32,976 The Company made payments in the amounts of $12,283 and $19,740 for property and equipment during the years ended December 31, 2023 and 2022, respectively. Depreciation expense totaled $18,796 and $26,157 for the years ended December 31, 2023 and 2022, respectively. |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets Disclosure [Text Block] | 7. Intangible Assets In January 2021 the Company completed the acquisition of certain assets consisting of customer contracts and customer lists (the “BigBuzz Customer Lists”) from BigBuzz Marketing Group (“BigBuzz”). The cost of the BigBuzz Customer Lists was $475,000 payable over three years (see note 10). The Company also capitalized the direct costs of this transaction in the amount of $7,462 for a total cost basis of $482,462. The BigBuzz Customer Lists are being amortized over a period of three years based on the expected customer life of the assets acquired. The Company began to capitalize the costs of development of internal use software in August 2021, and software was first placed into service in May 2022. In 2021, the Company capitalized $43,454 of costs to develop internal use software. In 2022, the Company capitalized an additional $89,094 of costs to develop internal use software. The Company placed $123,937 of costs to develop internal use software into service and amortized the amount of $19,969 during the year ended December 31, 2022. The Company placed $31,618 of costs to develop internal use software into service and amortized the amount of $207,994 during the year ended December 31, 2023 The Company has $110,425 in capitalized software costs that have not yet been placed into service at December 31, 2023. Intangible assets consisted of the following at December 31, 2023 and 2022: December 31, 2023 Accumulated Gross Amortization Net Customer lists $ 482,462 $ (469,060 ) $ 13,402 Internal use software 164,166 (67,143 ) 97,023 Total $ 646,628 $ (536,203 ) $ 110,425 December 31, 2022 Accumulated Gross Amortization Net Customer lists $ 482,462 $ (308,240 ) $ 174,222 Internal use software 132,548 (19,969 ) 112,579 Total $ 615,010 $ (328,209 ) $ 286,801 The Company amortized the amount of $207,994 and $180,790 during the years ended December 31, 2023 and 2022, respectively. |
Right of Use Assets and Liabili
Right of Use Assets and Liabilities | 12 Months Ended |
Dec. 31, 2023 | |
Disclosure Text Block [Abstract] | |
Lessee, Operating Leases [Text Block] | 8. Right of Use Assets and Liabilities The Company leases its corporate office under an operating lease. Leased assets and corresponding liabilities are recognized based on the present value of the lease payments over the lease term. The lease terms may include options to extend when it is reasonably certain that the Company will exercise that option. Topic ASC 842 requires the Company to recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right of use asset representing its right to use the underlying asset for the lease term. Right of use assets are recorded in other assets on the Company’s condensed consolidated balance sheets. Current and non-current lease liabilities are recorded in other accruals within current liabilities and other non-current liabilities, respectively, on its condensed consolidated balance sheets. Costs associated with operating leases are recognized on a straight-line basis within operating expenses over the term of the lease. At December 31, 2023 and 2022, the Company had total right of use assets of $0 and $581,352, respectively, and lease liabilities of $0 and $631,144, respectively, which were included in the Company’s balance sheets. Right to use assets – operating leases are summarized below: December 31, 2023 December 31, 2022 Administrative office $ - $ 581,352 Right to use assets, net $ - $ 581,352 Operating lease liabilities are summarized below: December 31, 2023 December 31, 2022 Administrative office $ - $ 631,144 Lease liability $ - $ 631,144 Less: current portion - (631,144 ) Lease liability, non-current $ - $ - The Company’s lease expense was entirely comprised of operating leases. Lease expense for the years ended December 31, 2023 and 2022 was $599,443 and $607,837, respectively. The Company’s ROU asset amortization for the years ended December 31, 2023 and 2022 was $581,352 and $549,570, respectively; the difference between the lease expense and the associated ROU asset amortization consists of interest. |
Accounts Payable and Accrued Li
Accounts Payable and Accrued Liabilities | 12 Months Ended |
Dec. 31, 2023 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Liabilities Disclosure [Text Block] | 9. Accounts Payable and Accrued Liabilities Accounts payable and accrued liabilities consisted of the following at December 31, 2023 and 2022: December 31, December 31, 2023 2022 Trade accounts payable $ 2,632,999 $ 1,585,352 Credit cards payable 661,676 371,773 Accrued payroll and payroll taxes 65,565 261,535 Accrued interest 195,235 53,459 Total $ 3,555,475 $ 2,272,119 |
Acquisition Liabilities
Acquisition Liabilities | 12 Months Ended |
Dec. 31, 2023 | |
Business Combinations [Abstract] | |
Business Combination Disclosure [Text Block] | 10. Acquisition Liabilities In January 2021 the Company recorded a liability in the amount of $475,000 in connection with the acquisition of the BigBuzz Customer Lists (see note 7), which consisted of a three-year employment agreement for each of the two founders of BigBuzz. As this was an acquisition of only certain assets consisting of customer contracts and customer lists no other assets were acquired that would give rise to acquisition related liabilities; there were no requirements to hire any other employees as part of the asset acquisition. The Company paid $25,000 of this amount on February 2, 2021; the remainder is payable at the rate of $12,500 per month through January 31, 2024. During each of the years ended December 31, 2023 and 2022, the Company paid the amount of $150,000 in connection with this liability. |
Loans Payable
Loans Payable | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Debt Disclosure [Text Block] | 11. Loans Payable December 31, 2023 December 31, 2022 Loan payable to Decathlon dated December 31, 2019 (the “Decathlon Loan”) in the principal amount of $3,000,000. The Decathlon Loan is due June 30, 2024 and is collateralized by all the assets of the Company. The Decathlon Loan accrues interest at a variable rate based upon internal rate of return targets. The effective rate of interest for the years ended December 31, 2023 and 2022 was approximately 17%. Repayments are required based upon a fixed percentage of our earned revenue. If not repaid prior the final balance is due on June 13, 2024. The Decathlon Loan is subject to minimum interest that escalates over the term of the loan. At December 31, 2023 and 2022, the potential liability for unearned minimum interest was $886,733 and $1,661,504, respectively. During the year ended December 31, 2023, the Company made principal and interest payments in the amount $112,179 and $381,384, respectively, on the Decathlon loan. During the year ended December 31, 2022, the Company made principal and interest payments in the amount $132,530 and $402,648, respectively, on the Decathlon loan. $ 3,459,516 $ 2,276,781 Loan payable to the US Small Business Administration (the “EIDL Loan”) dated July 7, 2020 pursuant to the Small Business Administration Economic Injury Disaster Loan Program (the “EIDL”) established under the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) in the original principal amount of $150,000. Effective March 31, 2022, the Company borrowed an additional $50,000 under the EIDL Loan, and the balance due was amended to $200,000. Loan. Interest only payments in the amount of $989 per month will begin in January 2023. The term of the EIDL Loan is 30 years, and the annual interest rate is 3.75%. EIDL Loan recipients can apply for, and be granted forgiveness for, all or a portion of loans granted if certain conditions are met. During the years ended December 31, 2023 and 2022, the Company accrued interest in the amount of $8,076 and $6,935, respectively, on the EIDL Loan. 200,000 200,000 Total $ 3,659,516 $ 2,476,781 Current portion $ 3,459,516 $ 348,945 Long-term maturities 200,000 2,127,836 Total $ 3,659,516 $ 2,476,781 Aggregate maturities of long-term notes payable as of December 31, 2023 are as follows: For the year ended December 31, 2024 $ 3,459,516 2025 - 2026 - 2027 - 2028 and thereafter 200,000 Total $ 3,659,516 |
Loans Payable - Related Parties
Loans Payable - Related Parties | 12 Months Ended |
Dec. 31, 2023 | |
Related Party [Member] | |
Loans Payable - Related Parties [Line Items] | |
Long-Term Debt [Text Block] | 12. Loans Payable Related Parties December 31, 2023 December 31, 2022 Loan payable to an entity affiliated to Jason Wulfsohn, the Company’s CEO, originally dated March 21, 2020, renewed March 21, 2021, March 21, 2022, and March 21, 2023 in the amount of $300,000 bearing interest at the rate of 15% and due April 21, 2024 (the “March 2021 Loan 1”). During the years ended December 31, 2023 and 2022, the Company made interest payments of $45,000 and $45,000, respectively, and no principal payments on the March 2021 Loan 1. $ 300,000 $ 300,000 Loan payable to an entity affiliated to Reeve Benaron, the Company’s Chairman, originally dated March 21, 2020 and renewed March 21, 2021, March 21, 2022, and March 31, 2023 in the amount of $300,000 bearing interest at the rate of 15% and due March 21, 2024 (the “March 2021 Loan 2”). During the years ended December 31, 2023 and 2022, the Company made interest payments of $45,000 and $45,000, respectively, and no principal payments on the March 2021 Loan 2. 300,000 300,000 Loan payable to an entity affiliated to Reeve Benaron, the Company’s Chairman and a principal stockholder, dated June 20, 2022 in the amount of $500,000 bearing interest at the rate of 2.19% and due December 31, 2024 (the “June 2022 Loan”). The June 2022 Loan is payable in eighteen monthly installments of $28,889 beginning on July 20, 2023. On November 13, 2023, the June 2022 Loan was amended to the loan being payable in eighteen monthly installments of $31,354 beginning on July 20, 2024, and the interest rate on the loan was increased to 8.25%. During the years ended December 31, 2023 and 2022 the Company accrued interest in the amount of $26,637 and $5,849, respectively, on the June 2022 Loan. 500,000 500,000 Loan payable to Jason Wulfsohn, the Company’s CEO, in the amount of $310,000 dated December 29, 2023, bearing interest at the rate of 7.25%, and due December 29, 2024 (the December 2023 Loan”). The Company accrued interest in the amount of $155 on the December 2023 loan during the year ended December 31, 2023. 310,000 - Total $ 1,410,000 $ 1,100,000 Current portion $ 996,700 $ 757,426 Long-term maturities 413,300 342,574 Total $ 1,410,000 $ 1,100,000 Aggregate maturities of loans payable – related parties as of December 31, 2023 are as follows: For the year ended December 31, 2023 $ 996,700 2024 413,300 Total $ 1,410,000 |
Convertible Note Payable - Rela
Convertible Note Payable - Related Party | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Short-Term Debt [Text Block] | 13. Convertible Note Payable Related Party December 31, 2023 December 31, 2022 Convertible promissory note payable to an entity affiliated to Reeve Benaron, the Company’s Chairman and a principal shareholder, dated February 7, 2023 in the amount of $800,000 bearing interest at the rate of 7.25% and originally due December 31, 2023 (the “February Convertible Note”). The February Convertible Note is convertible into common stock of the Company at a price of $2.04 per share. The Company recorded a beneficial conversion feature in the amount $215,686 in connection with the February Convertible Note; during the year ended December 31, 2023, $215,686 of the discount was amortized to interest expense. During the year ended December 31, 2023, the Company accrued interest in the amount of $53,710 on the February Convertible Note. See note 19. 800,000 - Convertible promissory note payable to an entity affiliated to Jason Wulfsohn, the Company’s CEO and a director, dated May 12, 2023, in the amount of $1,300,000 bearing interest at the rate of 7.25% and due December 31, 2025 (the “May Convertible Note”). The May Convertible Note is convertible into common stock of the Company at a price of $0.32 per share. The Company recorded a beneficial conversion feature in the amount $325,000 in connection with the May Convertible Note. During the year ended December 31, 2023, $77,783 of the discount was amortized to interest expense. During the year ended December 31, 2023, the Company accrued interest in the amount of $61,198 on the May Convertible Note. 1,300,000 - Convertible promissory note payable to an entity affiliated to Jason Wulfsohn, the Company’s CEO and a director, dated November 15, 2023, in the amount of $624,000 bearing interest at the rate of 8.5% and due December 31, 2025 (the “November Convertible Note”). The November Convertible Note is convertible into common stock of the Company at a price of $0.32 per share. The Company recorded a beneficial conversion feature in the amount of $156,250 in connection with the November Convertible Note. During the year ended December 31, 2023, $9,439 of the discount was amortized to interest expense. During the year ended December 31, 2023, the Company accrued interest in the amount of $5,949 on the November Convertible Note. 624,000 Total $ 2,724,000 $ - Current portion $ 800,000 $ - Long-term maturities 1,924,000 - Total $ 2,724,000 $ - Principal $ 2,724,000 $ - Discount (394,028 ) - Principal net of discount $ 2,329,972 $ - |
Accrued Settlements
Accrued Settlements | 12 Months Ended |
Dec. 31, 2023 | |
Other Liabilities and Financial Instruments Subject to Mandatory Redemption [Abstract] | |
Other Liabilities Disclosure [Text Block] | 14. Accrued Settlements On December 31, 2019, the Company accrued the amount of $650,000 in connection with the settlement of a dispute with a former contractor. During the years ended December 31, 2023 and 2022, the Company made payments on this accrued liability in the amount of $62,500 and $587,500, respectively. At December 31, 2023, there is no remaining balance on this liability. On December 31, 2018, the Company accrued the amount of $100,000 in connection with the settlement of a dispute with a former employee. During the years ended December 31, 2023 and 2022, the Company made payments on this accrued liability in the amount of $62,500 and $37,500, respectively. At December 31, 2023, there is no remaining balance on this liability. On December 31, 2019 the Company accrued $1,582,652 in connection with a vendor dispute. During the year ended December 31, 2023, the Company accrued an additional $894,274 pursuant to this dispute. See notes 2, 3 and17. At December 31, 2023, the amount of $2,476,926 remains on the Company’s balance sheet as an accrued liability. The Company has investments in the amount of $1,029,256 on its balance sheet at December 31, 2023 for the purpose of funding a surety bond in connection with this liability. |
Stockholders_ Equity
Stockholders’ Equity | 12 Months Ended |
Dec. 31, 2023 | |
Stockholders' Equity Note [Abstract] | |
Equity [Text Block] | 15. Stockholders Equity The Company’s authorized capital stock consists of 490,000,000 shares of common stock, par value $0.001, and 10,000,000 shares of preferred stock, par value $0.001, . The Company had 182,492,222 and 173,757,921 shares of common stock issued and outstanding as of December 31, 2023 and 2022, respectively. The Company has authorized 1,000,000 shares of Series A Convertible Preferred Stock (the ‘Series A”), of which 223,333 shares are outstanding. Subject to certain limitations set forth in the Certificate of Designation of the Series A, each share of Series A is convertible into 20 shares of the Company’s common stock, subject to a 4.99% beneficial ownership limitation which may be increased to up to 9.99% with 61 days’ notice. The Series A is non-voting except as may be required by applicable law. The Series A also provides the holders with senior ranking with respect to the Company’s capital stock upon the occurrence of a liquidation, dissolution or winding up, and a liquidation preference in the event of the merger or consolidation of the Company in which the Company is not the surviving entity, the sale of all of the assets of the Company in a transaction which requires stockholder approval or the dissolution or winding up of the Company, in each case at the stated value of $30 per share of Series A. Preferred Stock Year ended December 31, 2023: On February 24, 2023, the Company sold 25,000 shares of Series A Preferred Stock at a price of $30.00 per share for cash proceeds of $750,000 in the first tranche of a Securities Purchase Agreement entered into on January 30, 2023. On May 25, 2023, the Company sold an additional 25,000 shares of Series A Preferred stock for cash proceeds of $750,000. On June 1, 2023, the Company issued 3,333 shares of Series A Preferred Stock to a service provider with a fair value of $30 per shares. The amount of $100,000 was charged to prepaid expenses and will be amortized over the one year term of the agreement. During the three months ended June 30, 2023, the Company charged to operations the amount of $3,333 in connection with this transaction Year ended December 31, 2022: Recast of 20,000 shares of Series A Preferred Stock issued by predecessor entity in connection with reverse merger. Common Stock Year ended December 31, 2023: On January 30, 2023, the Company sold 1,692,477 shares of common stock at a price of $0.295 per share for cash in the amount of $500,000. On February 24, 2023 the Company completed the Exchange Agreement with pursuant which to the Company issued to the Socialcom shareholders a total of 173,757,921 shares of the Company’s common stock, representing approximately 96% of the outstanding shares of common stock of the Company after giving effect to such issuance, in exchange for all of the shares of Socialcom common stock held by such Socialcom shareholders. As a result of the foregoing, Socialcom became an approximately 96.6% owned subsidiary of the Company. This transaction was accounted for as a reverse merger, and Socialcom was the accounting acquiror as the Socialcom shareholders own the majority of the common stock outstanding post-merger. Following the Closing, in May 2023 the Company issued a total of 6,015,757 shares of common stock in exchange for 687,515 shares of Socialcom common stock held by the then minority shareholders of Socialcom. As a result of the foregoing Socialcom became a wholly-owned (rather than a 96.6% owned) subsidiary of the Company. See note 1. On August 29, 2023, the Company issued 56,324 shares of common stock for the exercise of stock options at a price of $0.09 per shares. Year ended December 31, 2022: On June 30, 2022, the Company issued 193,393 shares of common stock to an employee at a price of $0.088 per share to an employee as compensation. On August 1, 2022, the Company sold 2,751,578 shares of common stock at a price of $0.182 per share for proceeds of $500,000. On September 30, 2022, the Company sold 2,231,836 shares of common stock at a price of $0.224 per share for proceeds of $500,000. During the year ended December 31, 2022, the Company issued 1,225 shares of common stock for the exercise of stock options at a weighted average exercise price of approximately $0.086 per share for cash proceeds of $105. Options The following table summarizes the options outstanding and the related prices for the options to purchase shares of the Company’s common stock issued by the Company as of December 31, 2023: Weighted Weighted Weighted Average Average Average Exercise Exercise Range of Number of Remaining Price of Number of Price of Exercise Options Contractual Outstanding Options Exercisable Prices Outstanding Life (years) Options Exercisable Options $ 0.035 525,000 3.00 $ 0.035 525,000 $ 0.035 $ 0.086 367,500 6.62 $ 0.086 290,938 $ 0.086 $ 0.088 2,900,625 7.22 $ 0.088 1,827,368 $ 0.088 $ 0.094 2,537,500 8.33 $ 0.094 1,626,380 $ 0.094 $ 0.104 12,949,212 6.07 $ 0.104 12,949,212 $ 0.104 $ 0.295 4,771,988 9.83 $ 0.295 4,465,737 $ 0.295 24,051,825 7.14 $ 0.137 21,684,635 $ 0.139 The following table summarizes the options outstanding and the related prices for the options to purchase shares of the Company’s common stock issued by the Company as of December 31, 2022: Weighted Weighted Weighted Average Average Average Exercise Exercise Range of Number of Remaining Price of Number of Price of Exercise Options Contractual Outstanding Options Exercisable Prices Outstanding Life (years) Options Exercisable Options $ 0.035 525,000 4.00 $ 0.035 525,000 $ 4.00 $ 0.086 602,525 7.62 $ 0.086 364,630 $ 7.62 $ 0.088 3,294,375 8.13 $ 0.088 1,407,350 $ 8.13 $ 0.094 5,422,428 9.58 $ 0.094 158,603 $ 9.58 $ 0.104 12,949,212 7.07 $ 0.104 5,395,495 $ 7.07 22,793,540 7.76 $ 0.098 7,851,078 $ 7.76 Transactions involving stock options are summarized as follows: Number of Shares Weighted Average Exercise Price Options outstanding at December 31, 2021 7,076,563 $ 0.083 Granted 18,905,390 0.102 Exercised (1,225 ) 0.086 Cancelled / Expired (3,187,188 ) 0.089 Options outstanding at December 31, 2022 22,793,540 $ 0.098 Granted 5,318,863 0.295 Exercised (56,324 ) 0.089 Cancelled / Expired (4,004,254 ) 0.121 Options outstanding at December 31, 2023 24,051,825 $ 0.137 Options vested and exercisable at December 31, 2023 21,684,635 $ 0.139 During the year ended December 31, 2022, the Company issued 18,905,390 stock options with a weighted-average exercise price of $0.102 and a term of 10 years. The options vest as follows: 1,881,250 options vested upon issuance; 12,949,213 options vest monthly over one year; and 87,500 options vest quarterly over one year. The remaining 3,987,427 options have the following vesting terms: 25% vest after one year, and 75% vest quarterly over the succeeding nine quarters. During the year ended December 31, 2023, the Company issued 5,318,863 stock options with a weighted-average exercise price of $0.295 and a term of 10 years. The options vest as follows: 5,012,613 options vested upon issuance; and the remaining 306,250 options have the following vesting terms: 25% vest after one year, and 75% vest quarterly over the succeeding nine quarters. During the year ended December 31, 2023, the Company charged $1,328,119 to stock based compensation expense, including $1,328,119 for stock options and $0 for stock awards. During the year ended December 31, 2022, the Company charged $431,817 to stock based compensation expense, including $414,893 for stock options and $16,924 for stock awards. The aggregate intrinsic value of options outstanding and exercisable at December 31, 2023 and 2022 was $3,794,925 and $2,884,456, respectively. Aggregate intrinsic value represents the difference between the fair value of the Company’s stock on the last day of the fiscal period, which was $0.295 and $0.224 as of December 31, 2023 and 2022, respectively, and the exercise price multiplied by the number of options outstanding. The Company valued options using the Black-Scholes valuation model utilizing the following variables: Year Ended December 31, 2023 2022 Volatility 76.03 % 69.93-79.02 % Dividends $ - $ - Risk-free interest rates 4.84 % 1.47-4.35 % Expected term (years) 5.00 2.77-6.15 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Tax Disclosure [Text Block] | 16. Income Taxes The provision for income taxes attributable to the Company consisted of the following for the year ended December 31, 2023 and 2022: Year Ended December 31, 2023 2022 Current: U.S. federal income tax $ - $ - State and local income tax $ - $ - Foreign income tax $ - $ - Deferred: U.S. federal income tax $ (1,832,100 ) $ (584,800 ) State and local income tax $ (842,500 ) $ (268,300 ) Foreign income tax $ - - Total tax $ (2,674,600 ) $ (853,100 ) Valuation allowance $ 2,674,600 $ 853,100 Income tax provision $ - $ - The effective tax rate for the year ended December 31, 2023 was 0.0%. A reconciliation of the statutory tax rate to the effective tax rate for the period presented is as follows: Year Ended December 31, 2023 2022 Income tax expense at federal statutory rate $ (1,832,100 ) $ (584,800 ) State and local taxes, net of federal benefit $ (842,500 ) $ (268,300 ) Permanent differences $ - $ - Stock-based compensation $ - $ - Valuation allowance $ 2,674,600 $ 853,100 Income tax provision $ - $ - Total effective rate 0 % 0 % Set forth below are the tax effects of temporary differences that give rise to a significant portion of the deferred tax assets and deferred tax liabilities: Year Ended December 31, 2023 2022 Deferred tax assets Net operating loss carryforwards $ 3,851,100 $ 1,530,800 Other, net $ 162,600 $ (191,700 ) Subtotal $ 4,013,700 $ 1,339,100 Valuation allowance $ (4,013,700 ) $ (1,339,100 ) Total deferred tax assets $ - $ - Deferred tax liabilities Other, net $ - Total deferred tax liabilities $ - Net deferred tax (liabilities) assets In assessing the realizability of deferred tax assets, the Company considers whether it is probable that some or all of the deferred tax assets will not be realized. In determining whether the deferred taxes are realizable, the Company considers the period of expiration of the tax asset, historical and projected taxable income, and tax liabilities for the tax jurisdiction in which the tax asset is located. Valuation allowances are provided to reduce the amounts of deferred tax assets to an amount that is more likely than not to be realized based on an assessment of positive and negative evidence, including estimates of future taxable income necessary to realize future deductible amounts. As of December 31, 2023, the Company has recorded a valuation allowance against its deferred tax assets of $4,013,700, as management cannot conclude whether it is more likely than not that these deferred tax assets will be realized. As of December 31, 2023, the Company has federal net operating losses of approximately $12.63 million. As of December 31, 2023, the Company has state net operating losses of approximately $13.57 million. The federal net operating losses carry forward indefinitely and state net operating losses begin to expire in 2040. As of December 31, 2023, the Company has no significant unrecognized tax benefits and has not recorded interest and penalties related to uncertain tax positions. The Company is subject to U.S. federal and state income taxes. The Company's U.S. federal and state returns are open to examination for all periods ending December 31, 2020 and thereafter. However, to the extent allowed by law the tax authorities may have the right to examine prior periods where net operating losses were generated and carried forward, and make adjustments up to the amount of the net operating loss or credit carry forward amount. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | 17. Commitments and Contingencies On December 31, 2019 the Company accrued $1,582,652 in connection with a vendor dispute (the “Zeta Dispute”). During the year ended December 31, 2023, the Company accrued an additional $894,274 pursuant to the Zeta Dispute. See note 14. At December 31, 2023, the amount of $2,476,926 remains on the Company’s balance sheet as an accrued liability. The Company has investments in the amount of $1,029,256 on its balance sheet at December 31, 2023 for the purpose of funding a surety bond in connection with this liability. See note 3. The Court rendered a final decision in January 2023 following a bench trial, with the plaintiff entitled to recover $2,144,652 on its complaint ($1.2 million plus interest), and Socialcom entitled to recover $562,000 on its cross-complaint as an offset, with a final judgment entered by the Court against Socialcom in February 2023. Later in February 2023 we appealed, and our principal stockholder has lent $800,000 to act as an appeal bond which stayed enforcement of the adverse judgement. As of the date of this Report, the appeal process remains ongoing. From time to time, the Company has become and may become involved in certain lawsuits and legal proceedings which arise in the ordinary course of business, or current or previous employees, or current or previous directors, or as a result of acquisitions and dispositions or other corporate activities. The Company intends to vigorously defend its positions. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our financial position or our business, and the outcome of these matters cannot be ultimately predicted. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | 18. Related Party Transactions For additional related party transaction, please refer to Note 11. Loans Payable – Related Parties and Note 12. Convertible Notes Payable – Related Parties. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | 19. Subsequent Events Effective January 1, 2024, the Company extended the due date of the February Convertible Note to December 31, 2024. On January 16, 2024, Ryan Carhart resigned as Chief Executive Officer of the Company. On January 16, 2024, Steve Dang was appointed Vice President of Finance of the Company, replacing Mr. Carhart as the principal financial officer of the Company. On March 15, 2024, the Company entered into an agreement to obtain the customer base of a competitor enterprise, consisting of 11 customers and one prospective customer, plus the 14 employees of that enterprise. Included in this transaction is approximately $4.1 million of prepaid amounts on customer arrangements, which we will receive from the competitor on a monthly basis subject to the competitor’s offset rights with respect to employee compensation, and to our performance of the related services under the customer arrangements. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Pay vs Performance Disclosure | ||
Net Income (Loss) | $ (8,521,640) | $ (4,802,669) |
Insider Trading Arrangements
Insider Trading Arrangements | 12 Months Ended |
Dec. 31, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Accounting, Policy [Policy Text Block] | Basis of Presentation These financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States and are expressed in US dollars. The Company has adopted a fiscal year end of December 31. The accompanying audited consolidated financial statements include the accounts of Socialcom and Vado Corp. All material intercompany transactions have been eliminated in consolidation. |
Substantial Doubt about Going Concern [Text Block] | Going Concern Our financial statements were prepared using accounting principles generally accepted in the United States of America applicable to a going concern, which contemplate the realization of assets and liquidation of liabilities in the normal course of business. As shown in the accompanying financial statements, during the year ended December 31, 2023, the Company incurred a net loss in the amount of $8,521,640. At December 31, 2023, the Company had cash in the amount of $133,182, a working capital deficit in the amount of $7,141,861, and an accumulated deficit of $15,199,934. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for one year from the issuance of the audited financial statements. Management intends to finance operating costs over the next twelve months with the proceeds from the sale of equity securities, and/or revenues from operations. Although the Company has been successful in raising funds, there can be no assurance that we will be successful in our efforts to raise additional debt or equity capital and/or that cash generated by our future operations will be adequate to meet our needs. |
Use of Estimates, Policy [Policy Text Block] | Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Cash and Cash Equivalents, Policy [Policy Text Block] | Cash and Cash Equivalents The Company considers all highly liquid investments with maturities of three months or less to be cash equivalents. The Company had cash of $133,182 and $485,053 and no cash equivalents as of December 31, 2023 and 2022, respectively. |
Cash and Cash Equivalents, Restricted Cash and Cash Equivalents, Policy [Policy Text Block] | Restricted Investment The Company has a restricted investment in the amount of $1,029,256 in connection with a complaint filed by a former services provider of the Company in the amount of $1,442,441 for amounts due. The restricted investment is held in the form of a United States Treasury Bill which matures on May 16, 2024. It is the Company’s intention to hold this investment to maturity. See notes 3, 14, and 17. |
Property, Plant and Equipment, Policy [Policy Text Block] | Property, Plant, and Equipment Property and equipment is recorded at the lower of cost or estimated net recoverable amount, and is depreciated using the straight-line method over its estimated useful life. Property acquired in a business combination is recorded at estimated initial fair value. Property, plant, and equipment are depreciated using the straight-line method based on the lesser of the estimated useful lives of the assets or the lease term based upon the following life expectancy: Years Office equipment 3 to 5 Furniture & fixtures 3 to 7 Leasehold improvements Term of lease Repairs and maintenance expenditures are charged to operations as incurred. Major improvements and replacements, which extend the useful life of an asset, are capitalized and depreciated over the remaining estimated useful life of the asset. When assets are retired or sold, the cost and related accumulated depreciation are eliminated and any resulting gain or loss is reflected in operations. |
Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block] | Long-Lived Assets The Company reviews its property and equipment and any identifiable intangibles including goodwill for impairment on an annual basis utilizing the guidance set forth in the Statement of Financial Accounting Standards Board ASC 350 “Intangibles – Goodwill and Other” and ASC 360 “Property, Plant, and Equipment.” At December 31, 2023 and 2022, the net carrying value of intangible assets on the Company’s balance sheet was $110,425 and $286,801, respectively. |
Concentration Risk, Credit Risk, Policy [Policy Text Block] | Concentrations of Credit Risk The Company maintains its cash in bank deposit accounts and other accounts, the balances of which at times may be uninsured or exceed federally insured limits. From time to time, some of the Company’s funds are also held by escrow agents; these funds may not be federally insured. The Company continually monitors its banking relationships and consequently has not experienced any losses in such accounts. |
Advertising Cost [Policy Text Block] | Advertising and Marketing Costs All costs associated with advertising and promoting products are expensed as incurred. Total recognized advertising and marketing expenses were $164,307 and $100,862 for the years ended December 31, 2023 and 2022, respectively. |
Fair Value of Financial Instruments, Policy [Policy Text Block] | Fair Value of Financial Instruments Pursuant to Accounting Standards Codification (“ASC”) No. 825 - Financial Instruments, the Company is required to estimate the fair value of all financial instruments included on its balance sheets. The carrying amounts of the Company’s cash and cash equivalents, notes receivable, convertible notes payable, accounts payable and accrued expenses, none of which is held for trading, approximate their estimated fair values due to the short-term maturities of those financial instruments. A three-tier fair value hierarchy is used to prioritize the inputs in measuring fair value as follows: Level 1 - Quoted prices in active markets for identical assets or liabilities. Level 2 - Quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable, either directly or indirectly. Level 3 - Significant unobservable inputs that cannot be corroborated by market data. |
Internal Use Software, Policy [Policy Text Block] | Capitalized Software Development Costs The Company capitalizes certain costs associated with creating and enhancing internally developed software related to the development of the Company’s platform solution. These costs include third party development expenses for that are directly associated with and devote time to software development projects. Software development costs that do not qualify for capitalization, as further discussed below, are expensed as incurred and recorded in operating expenses in the consolidated statements of operations. The Company’s customers do not take possession of the software and cannot run the software on their own hardware. For these reasons, pursuant to ASC 985-20 Costs of Software to Be Sold, Leased, or Marketed (“ASC 982-20”), the software is considered a software hosting arrangement and the Company applied the guidance of ASC 350-40 Intangibles – Goodwill and Other: Internal Use Software” (“ASC 350-40"). Pursuant to ASC 350-40, software development activities typically consist of three stages: (1) the planning phase; (2) the application and infrastructure development stage; and (3) the post-implementation stage. Costs incurred in the planning and post implementation phases, including costs associated with the post-configuration training and repairs and maintenance of the developed technologies, are expensed as incurred. The Company capitalizes costs associated with software developed when the preliminary project stage is completed, management implicitly or explicitly authorizes and commits to funding the project and it is probable that the project will be completed and perform as intended. Costs incurred in the application and infrastructure development phases, including significant enhancements and upgrades, are capitalized. Capitalization ends once a project is substantially complete and the software is ready for its intended purpose. Software development costs are amortized using a straight-line method over the estimated useful life of three years, commencing when the software is ready for its intended use. The straight-line recognition method approximates the manner in which the expected benefit will be derived. |
Lessee, Leases [Policy Text Block] | Operating Leases The Company accounts for its leasing arrangements by applying the guidance of Accounting Standards Update No. 2016-02, Leases (Topic 842), (“ASU 2016-02”). The Company enters into operating leases for its office space. The Company does not have finance leases. The Company determines if an arrangement is, or contains, a lease at inception. Operating lease assets represent the Company’s right to control the use of an identified asset for a period of time, or term, in exchange for consideration, and operating lease liabilities represent its obligation to make lease payments arising from the aforementioned right. Operating lease assets and liabilities are initially recorded based on the present value of lease payments over the lease term, which includes the minimum unconditional term of the lease, and may include options to extend or terminate the lease when it is reasonably certain at the commencement date that such options will be exercised. As the rate implicit for each of the Company’s leases is not readily determinable, the Company uses its incremental borrowing rate, based on the information available at the lease commencement date in determining the present value of its expected lease payments. The Company has elected to not separate lease and non-lease components. Operating lease assets are amortized on a straight-line basis in operating lease expense over the lease term on the consolidated statements of operations. The related amortization, along with the change in the operating lease liabilities, are separately presented within the cash flows from operating activities on the consolidated statements of cash flows. The Company records lease expense for operating leases, some of which have escalating rent payments, on a straight-line basis over the lease term. Certain leases contain provisions for property-related costs that are variable in nature for which the Company is responsible, including common area maintenance and other property operating services. These costs are calculated based on a variety of factors including property values, tax and utility rates, property services fees and other factors. See note 8. |
Revenue [Policy Text Block] | Revenue Recognition The Company generates its revenue by providing marketers and advertising agencies with the ability to deliver digital marketing and marketing-related solutions. The Company’s primary business is to deliver omnichannel programmatic, paid search, and paid social advertising services for its customers. The Company also does a limited amount of marketing-related project work for customers, including creative services, and also has a reseller solution with a partner. This results in the following revenue streams: ● Programmatic Solutions ● Paid Search & Social Solutions ● Services Revenue ● Self-Serve Revenue The Company applies a five-step approach as defined in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 606: Revenue from Contracts with Customers (“ASC 606”) in determining the amount and timing of revenue to be recognized: ● Identification of a contract with a customer; ● Identification of the performance obligation in the contract; ● Determination of the transaction price; ● Allocation of the transaction price to the performance obligations in the contract; and ● Recognition of revenue when or as the performance obligations are satisfied. The determination of whether revenue should be reported on a gross or a net basis is based upon an assessment of whether we are acting as the principal or agent in the transaction based upon the guidance in ASC 606. Making such determinations involves judgment and is based on an evaluation of the terms of each arrangement, none of which are considered presumptive or determinative. We act as a principal and recognize revenue on a gross basis if (i) we control the advertising inventory before it is transferred to our customers; (ii) we bear sole responsibility for fulfillment of the advertising promise and inventory risks and (iii) we have full discretion in establishing prices. We applied the guidance of ASC 606 to our revenue streams as follows: Programmatic Solutions: Programmatic revenue consists of delivering our customer’s budget programmatically through our trading desk model, where multiple Demand Side Platforms (“DSP”) are utilized to deliver advertising budgets as paid impressions. The Company, through its understanding of DSP platforms, transacts to spend customer’s budgets within the platforms to execute against customer marketing goals as efficiently and effectively as possible. In this arrangement, our team will perform all of the setup, activation, strategy, tactic building, implementation and delivery of the campaign through a partner platform or platforms. We enter into an Insertion Order / Media Plan (“IO”) with all Programmatic customers. The IO states the services that are to be performed and a budget for each tactic or tactics. We bill our customers for a percentage of the total spend, and recognize revenue upon completion of the performance obligation. Because we are in control of this process and assume inventory risk, we recognize revenue on a gross basis. Paid Search & Social Solutions: We enter into an Insertion Order / Media Plan (“IO”) with all Paid Search & Social customers. The IO states the services that are to be performed and a budget for each tactic. We bill our customers for a percentage of the total spend, and recognize revenue upon completion of the performance obligation. In instances where we pay the third party for inventory, we recognize revenue on a gross basis because we bear the inventory risk. In instances where the customer pays the third party, we recognize revenue on a net basis. Services Revenue: We enter into Statement of Work (“SOW”) agreements with all Services customers. The SOW includes estimated costs to be applied against the services to be performed, and establishes payment and billing terms. Services revenue is recognized on a gross basis. Self-Serve Revenue: Self-serve revenue consists of revenues generated through our Admatx platform, as well as through reselling access to a major enterprise DSP. Users of Admatx agree to our platform terms and conditions, and we enter into Master Services Agreements (“MSA”) with all reseller customers. The Platform Terms and Conditions and MSAs detail the work and responsibilities of each party and their respective obligations. Self-serve revenue is recognized on a net basis. |
Revenue Recognition, Deferred Revenue [Policy Text Block] | Deferred Revenue Certain customer arrangements in the Company's business result in deferred revenues when cash payments are received in advance of performance. The following table represents the changes in deferred revenue as reported on the Company’s consolidated balance sheets: Balance acquired as of December 31, 2021 $ 202,406 Cash payments received 1,649,836 Net sales recognized (1,779,612 ) Balance as of December 31, 2022 $ 72,630 Cash payments received 2,627,246 Net sales recognized (2,508,110 ) Balance as of December 31, 2023 $ 191,766 |
Share-Based Payment Arrangement [Policy Text Block] | Stock-Based Compensation We recognize compensation costs to employees under FASB ASC Topic 718, Compensation – Stock Compensation (“ASC 718”). Under FASB ASC 718, companies are required to measure the compensation costs of share-based compensation arrangements based on the grant-date fair value and recognize the costs in the financial statements over the period during which employees are required to provide services. Share-based compensation cost for stock options are estimated at the grant date based on each option’s fair-value as calculated by the Black-Scholes-Merton (“BSM”) option-pricing model. Share-based compensation arrangements may include stock options, restricted share plans, performance-based awards, share appreciation rights and employee share purchase plans. Such compensation amounts, if any, are amortized over the respective vesting periods of the option grant. Equity instruments issued to recipients other than employees are recorded pursuant to the guidance contained in ASU 2018-07 (“ASU 2018-07”), Improvements to Non-employee Share-Based Payment Accounting, which simplified the accounting for share-based payments granted to non-employees for goods and services. Under the ASU 2018-07, most of the guidance on such payments to non-employees would be aligned with the requirements for share-based payments granted to employees. |
Earnings Per Share, Policy [Policy Text Block] | Basic and Diluted Earnings or Loss Per Share Basic net earnings per share is based on the weighted average number of shares outstanding during the period, while fully diluted net earnings per share is based on the weighted average number of shares of common stock and potentially dilutive securities assumed to be outstanding during the period using the treasury stock method. Potentially dilutive securities consist of options to purchase common stock. Basic and diluted net loss per share are computed based on the weighted average number of shares of common stock outstanding during the period. At December 31, 2023 and 2022, the Company had the following potentially dilutive instruments outstanding: a total of 21,684,635 and 7,851,078 shares, respectively, issuable upon the exercise of stock options. The Company uses the treasury stock method to calculate the impact of outstanding stock options and warrants. Stock options for which the exercise price exceeds the average market price over the period have an anti-dilutive effect on earnings per common share and, accordingly, are excluded from the calculations. At December 31, 2023 and 2022, 610,920 and 1,009,176 stock options are excluded from the calculation of fully-diluted shares outstanding. |
Income Tax, Policy [Policy Text Block] | Income Taxes The Company accounts for income taxes under the asset and liability method in accordance with ASC 740. The Company recognizes deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax liabilities and assets are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The components of the deferred tax assets and liabilities are classified as current and non-current based on their characteristics. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations. |
Commitments and Contingencies, Policy [Policy Text Block] | Commitments and Contingencies Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. The Company’s management and its legal counsel assess such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company’s legal counsel evaluates the perceived merits of any legal proceedings or unasserted claims brought to such legal counsel’s attention as well as the perceived merits of the amount of relief sought or expected to be sought therein. If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potentially material loss contingency is not probable, but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material, would be disclosed. Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the nature of the guarantee would be disclosed. |
New Accounting Pronouncements, Policy [Policy Text Block] | Recent Accounting Pronouncements In January 2017, the FASB issued ASU No. 2017-04, Simplifying the Test for Goodwill Impairment, which simplifies the subsequent measurement of goodwill by eliminating Step 2 from the goodwill impairment test. In computing the implied fair value of goodwill under Step 2, current U.S. GAAP requires the performance of procedures to determine the fair value at the impairment testing date of assets and liabilities (including unrecognized assets and liabilities) following the procedure that would be required in determining the fair value of assets acquired and liabilities assumed in a business combination. Instead, the amendments under this ASU require the goodwill impairment test to be performed by comparing the fair value of a reporting unit with its carrying amount. An impairment charge should be recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. The ASU became effective for the Company on January 1, 2020. Adoption of ASU 2017-04 did not have a material effect on the Company’s financial statements. In December 2019, the FASB issued ASU No. 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020, with early adoption permitted. The Company adopted this standard effective January 1, 2021; we do not expect the adoption to have a material impact on the Company’s financial statements. In August 2020, the FASB issued ASU 2020-06, “Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40)”. This ASU reduces the number of accounting models for convertible debt instruments and convertible Preferred Stock. As well as amend the guidance for the derivatives scope exception for contracts in an entity’s own equity to reduce form-over-substance-based accounting conclusions. In addition, this ASU improves and amends the related EPS guidance. This standard is effective for us on January 1, 2022, including interim periods within such fiscal year. Adoption is either a modified retrospective method or a fully retrospective method of transition. We are currently assessing the impact the new guidance will have on our consolidated financial statements. There are various other updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to a have a material impact on the Company’s consolidated financial position, results of operations or cash flows. |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Basis of Presentation and Summary of Significant Accounting Policies (Tables) [Line Items] | |
Property, Plant and Equipment [Table Text Block] | Property and equipment consisted of the following at December 31, 2023 and 2022: December 31, December 31, 2023 2022 Computer equipment $ 151,426 $ 139,143 Leasehold improvements 45,891 45,891 Less: accumulated depreciation (170,854 ) (152,058 ) Property and equipment, net $ 26,463 $ 32,976 |
Deferred Revenue, by Arrangement, Disclosure [Table Text Block] | The following table represents the changes in deferred revenue as reported on the Company’s consolidated balance sheets: Balance acquired as of December 31, 2021 $ 202,406 Cash payments received 1,649,836 Net sales recognized (1,779,612 ) Balance as of December 31, 2022 $ 72,630 Cash payments received 2,627,246 Net sales recognized (2,508,110 ) Balance as of December 31, 2023 $ 191,766 |
Estimated Useful Life [Member] | |
Basis of Presentation and Summary of Significant Accounting Policies (Tables) [Line Items] | |
Property, Plant and Equipment [Table Text Block] | Property, plant, and equipment are depreciated using the straight-line method based on the lesser of the estimated useful lives of the assets or the lease term based upon the following life expectancy: Years Office equipment 3 to 5 Furniture & fixtures 3 to 7 Leasehold improvements Term of lease |
Investments - Restricted (Table
Investments - Restricted (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Disclosure Text Block Supplement [Abstract] | |
Investment [Table Text Block] | The components of restricted investments were as follows: Fair Unrealized December 31, 2023 Value Losses U.S. Treasury Bill $ 1,029,891 $ (365 ) Fair Unrealized December 31, 2022 Value Losses U.S. Treasury Bill $ - $ - |
Accounts Receivable (Tables)
Accounts Receivable (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Receivables [Abstract] | |
Schedule of Accounts, Notes, Loans and Financing Receivable [Table Text Block] | Accounts receivable, net consisted of the following at December 31, 2023 and 2022: December 31, December 31, 2023 2022 Accounts receivable $ 3,155,200 $ 2,048,001 Due under Financing Agreement, net 370,070 257,731 Allowance for doubtful accounts (571,773 ) (224,974 ) Total $ 2,953,497 $ 2,080,758 |
Other Current Assets (Tables)
Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Disclosure Text Block Supplement [Abstract] | |
Schedule of Other Current Assets [Table Text Block] | Other current assets consisted of the following at December 31, 2023 and 2022: December 31, December 31, 2023 2022 Deposits $ 39,792 174,092 Prepaid expenses 195,450 71,394 Total $ 235,242 $ 245,486 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment [Table Text Block] | Property and equipment consisted of the following at December 31, 2023 and 2022: December 31, December 31, 2023 2022 Computer equipment $ 151,426 $ 139,143 Leasehold improvements 45,891 45,891 Less: accumulated depreciation (170,854 ) (152,058 ) Property and equipment, net $ 26,463 $ 32,976 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets [Table Text Block] | Intangible assets consisted of the following at December 31, 2023 and 2022: December 31, 2023 Accumulated Gross Amortization Net Customer lists $ 482,462 $ (469,060 ) $ 13,402 Internal use software 164,166 (67,143 ) 97,023 Total $ 646,628 $ (536,203 ) $ 110,425 December 31, 2022 Accumulated Gross Amortization Net Customer lists $ 482,462 $ (308,240 ) $ 174,222 Internal use software 132,548 (19,969 ) 112,579 Total $ 615,010 $ (328,209 ) $ 286,801 |
Right of Use Assets and Liabi_2
Right of Use Assets and Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Disclosure Text Block [Abstract] | |
Lease, Cost [Table Text Block] | Right to use assets – operating leases are summarized below: December 31, 2023 December 31, 2022 Administrative office $ - $ 581,352 Right to use assets, net $ - $ 581,352 December 31, 2023 December 31, 2022 Administrative office $ - $ 631,144 Lease liability $ - $ 631,144 Less: current portion - (631,144 ) Lease liability, non-current $ - $ - |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Accrued Liabilities [Table Text Block] | Accounts payable and accrued liabilities consisted of the following at December 31, 2023 and 2022: December 31, December 31, 2023 2022 Trade accounts payable $ 2,632,999 $ 1,585,352 Credit cards payable 661,676 371,773 Accrued payroll and payroll taxes 65,565 261,535 Accrued interest 195,235 53,459 Total $ 3,555,475 $ 2,272,119 |
Loans Payable (Tables)
Loans Payable (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Debt [Table Text Block] | December 31, 2023 December 31, 2022 Loan payable to Decathlon dated December 31, 2019 (the “Decathlon Loan”) in the principal amount of $3,000,000. The Decathlon Loan is due June 30, 2024 and is collateralized by all the assets of the Company. The Decathlon Loan accrues interest at a variable rate based upon internal rate of return targets. The effective rate of interest for the years ended December 31, 2023 and 2022 was approximately 17%. Repayments are required based upon a fixed percentage of our earned revenue. If not repaid prior the final balance is due on June 13, 2024. The Decathlon Loan is subject to minimum interest that escalates over the term of the loan. At December 31, 2023 and 2022, the potential liability for unearned minimum interest was $886,733 and $1,661,504, respectively. During the year ended December 31, 2023, the Company made principal and interest payments in the amount $112,179 and $381,384, respectively, on the Decathlon loan. During the year ended December 31, 2022, the Company made principal and interest payments in the amount $132,530 and $402,648, respectively, on the Decathlon loan. $ 3,459,516 $ 2,276,781 Loan payable to the US Small Business Administration (the “EIDL Loan”) dated July 7, 2020 pursuant to the Small Business Administration Economic Injury Disaster Loan Program (the “EIDL”) established under the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) in the original principal amount of $150,000. Effective March 31, 2022, the Company borrowed an additional $50,000 under the EIDL Loan, and the balance due was amended to $200,000. Loan. Interest only payments in the amount of $989 per month will begin in January 2023. The term of the EIDL Loan is 30 years, and the annual interest rate is 3.75%. EIDL Loan recipients can apply for, and be granted forgiveness for, all or a portion of loans granted if certain conditions are met. During the years ended December 31, 2023 and 2022, the Company accrued interest in the amount of $8,076 and $6,935, respectively, on the EIDL Loan. 200,000 200,000 Total $ 3,659,516 $ 2,476,781 Current portion $ 3,459,516 $ 348,945 Long-term maturities 200,000 2,127,836 Total $ 3,659,516 $ 2,476,781 |
Schedule of Maturities of Long-Term Debt [Table Text Block] | Aggregate maturities of long-term notes payable as of December 31, 2023 are as follows: 2024 $ 3,459,516 2025 - 2026 - 2027 - 2028 and thereafter 200,000 Total $ 3,659,516 |
Loans Payable - Related Parti_2
Loans Payable - Related Parties (Tables) - Related Party [Member] | 12 Months Ended |
Dec. 31, 2023 | |
Loans Payable - Related Parties (Tables) [Line Items] | |
Schedule of Long-Term Debt Instruments [Table Text Block] | December 31, 2023 December 31, 2022 Loan payable to an entity affiliated to Jason Wulfsohn, the Company’s CEO, originally dated March 21, 2020, renewed March 21, 2021, March 21, 2022, and March 21, 2023 in the amount of $300,000 bearing interest at the rate of 15% and due April 21, 2024 (the “March 2021 Loan 1”). During the years ended December 31, 2023 and 2022, the Company made interest payments of $45,000 and $45,000, respectively, and no principal payments on the March 2021 Loan 1. $ 300,000 $ 300,000 Loan payable to an entity affiliated to Reeve Benaron, the Company’s Chairman, originally dated March 21, 2020 and renewed March 21, 2021, March 21, 2022, and March 31, 2023 in the amount of $300,000 bearing interest at the rate of 15% and due March 21, 2024 (the “March 2021 Loan 2”). During the years ended December 31, 2023 and 2022, the Company made interest payments of $45,000 and $45,000, respectively, and no principal payments on the March 2021 Loan 2. 300,000 300,000 Loan payable to an entity affiliated to Reeve Benaron, the Company’s Chairman and a principal stockholder, dated June 20, 2022 in the amount of $500,000 bearing interest at the rate of 2.19% and due December 31, 2024 (the “June 2022 Loan”). The June 2022 Loan is payable in eighteen monthly installments of $28,889 beginning on July 20, 2023. On November 13, 2023, the June 2022 Loan was amended to the loan being payable in eighteen monthly installments of $31,354 beginning on July 20, 2024, and the interest rate on the loan was increased to 8.25%. During the years ended December 31, 2023 and 2022 the Company accrued interest in the amount of $26,637 and $5,849, respectively, on the June 2022 Loan. 500,000 500,000 Loan payable to Jason Wulfsohn, the Company’s CEO, in the amount of $310,000 dated December 29, 2023, bearing interest at the rate of 7.25%, and due December 29, 2024 (the December 2023 Loan”). The Company accrued interest in the amount of $155 on the December 2023 loan during the year ended December 31, 2023. 310,000 - Total $ 1,410,000 $ 1,100,000 Current portion $ 996,700 $ 757,426 Long-term maturities 413,300 342,574 Total $ 1,410,000 $ 1,100,000 |
Schedule of Maturities of Long-Term Debt [Table Text Block] | Aggregate maturities of loans payable – related parties as of December 31, 2023 are as follows: 2023 $ 996,700 2024 413,300 Total $ 1,410,000 |
Convertible Note Payable - Re_2
Convertible Note Payable - Related Party (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Convertible Debt [Table Text Block] | December 31, 2023 December 31, 2022 Convertible promissory note payable to an entity affiliated to Reeve Benaron, the Company’s Chairman and a principal shareholder, dated February 7, 2023 in the amount of $800,000 bearing interest at the rate of 7.25% and originally due December 31, 2023 (the “February Convertible Note”). The February Convertible Note is convertible into common stock of the Company at a price of $2.04 per share. The Company recorded a beneficial conversion feature in the amount $215,686 in connection with the February Convertible Note; during the year ended December 31, 2023, $215,686 of the discount was amortized to interest expense. During the year ended December 31, 2023, the Company accrued interest in the amount of $53,710 on the February Convertible Note. See note 19. 800,000 - Convertible promissory note payable to an entity affiliated to Jason Wulfsohn, the Company’s CEO and a director, dated May 12, 2023, in the amount of $1,300,000 bearing interest at the rate of 7.25% and due December 31, 2025 (the “May Convertible Note”). The May Convertible Note is convertible into common stock of the Company at a price of $0.32 per share. The Company recorded a beneficial conversion feature in the amount $325,000 in connection with the May Convertible Note. During the year ended December 31, 2023, $77,783 of the discount was amortized to interest expense. During the year ended December 31, 2023, the Company accrued interest in the amount of $61,198 on the May Convertible Note. 1,300,000 - Convertible promissory note payable to an entity affiliated to Jason Wulfsohn, the Company’s CEO and a director, dated November 15, 2023, in the amount of $624,000 bearing interest at the rate of 8.5% and due December 31, 2025 (the “November Convertible Note”). The November Convertible Note is convertible into common stock of the Company at a price of $0.32 per share. The Company recorded a beneficial conversion feature in the amount of $156,250 in connection with the November Convertible Note. During the year ended December 31, 2023, $9,439 of the discount was amortized to interest expense. During the year ended December 31, 2023, the Company accrued interest in the amount of $5,949 on the November Convertible Note. 624,000 Total $ 2,724,000 $ - Current portion $ 800,000 $ - Long-term maturities 1,924,000 - Total $ 2,724,000 $ - Principal $ 2,724,000 $ - Discount (394,028 ) - Principal net of discount $ 2,329,972 $ - |
Stockholders_ Equity (Tables)
Stockholders’ Equity (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Stockholders' Equity Note [Abstract] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Table Text Block] | The following table summarizes the options outstanding and the related prices for the options to purchase shares of the Company’s common stock issued by the Company as of December 31, 2023: Weighted Weighted Weighted Average Average Average Exercise Exercise Range of Number of Remaining Price of Number of Price of Exercise Options Contractual Outstanding Options Exercisable Prices Outstanding Life (years) Options Exercisable Options $ 0.035 525,000 3.00 $ 0.035 525,000 $ 0.035 $ 0.086 367,500 6.62 $ 0.086 290,938 $ 0.086 $ 0.088 2,900,625 7.22 $ 0.088 1,827,368 $ 0.088 $ 0.094 2,537,500 8.33 $ 0.094 1,626,380 $ 0.094 $ 0.104 12,949,212 6.07 $ 0.104 12,949,212 $ 0.104 $ 0.295 4,771,988 9.83 $ 0.295 4,465,737 $ 0.295 24,051,825 7.14 $ 0.137 21,684,635 $ 0.139 Weighted Weighted Weighted Average Average Average Exercise Exercise Range of Number of Remaining Price of Number of Price of Exercise Options Contractual Outstanding Options Exercisable Prices Outstanding Life (years) Options Exercisable Options $ 0.035 525,000 4.00 $ 0.035 525,000 $ 4.00 $ 0.086 602,525 7.62 $ 0.086 364,630 $ 7.62 $ 0.088 3,294,375 8.13 $ 0.088 1,407,350 $ 8.13 $ 0.094 5,422,428 9.58 $ 0.094 158,603 $ 9.58 $ 0.104 12,949,212 7.07 $ 0.104 5,395,495 $ 7.07 22,793,540 7.76 $ 0.098 7,851,078 $ 7.76 |
Share-Based Payment Arrangement, Option, Activity [Table Text Block] | Transactions involving stock options are summarized as follows: Number of Shares Weighted Average Exercise Price Options outstanding at December 31, 2021 7,076,563 $ 0.083 Granted 18,905,390 0.102 Exercised (1,225 ) 0.086 Cancelled / Expired (3,187,188 ) 0.089 Options outstanding at December 31, 2022 22,793,540 $ 0.098 Granted 5,318,863 0.295 Exercised (56,324 ) 0.089 Cancelled / Expired (4,004,254 ) 0.121 Options outstanding at December 31, 2023 24,051,825 $ 0.137 Options vested and exercisable at December 31, 2023 21,684,635 $ 0.139 |
Schedule of Share-Based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | The Company valued options using the Black-Scholes valuation model utilizing the following variables: Year Ended December 31, 2023 2022 Volatility 76.03 % 69.93-79.02 % Dividends $ - $ - Risk-free interest rates 4.84 % 1.47-4.35 % Expected term (years) 5.00 2.77-6.15 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) [Table Text Block] | The provision for income taxes attributable to the Company consisted of the following for the year ended December 31, 2023 and 2022: Year Ended December 31, 2023 2022 Current: U.S. federal income tax $ - $ - State and local income tax $ - $ - Foreign income tax $ - $ - Deferred: U.S. federal income tax $ (1,832,100 ) $ (584,800 ) State and local income tax $ (842,500 ) $ (268,300 ) Foreign income tax $ - - Total tax $ (2,674,600 ) $ (853,100 ) Valuation allowance $ 2,674,600 $ 853,100 Income tax provision $ - $ - |
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | The effective tax rate for the year ended December 31, 2023 was 0.0%. A reconciliation of the statutory tax rate to the effective tax rate for the period presented is as follows: Year Ended December 31, 2023 2022 Income tax expense at federal statutory rate $ (1,832,100 ) $ (584,800 ) State and local taxes, net of federal benefit $ (842,500 ) $ (268,300 ) Permanent differences $ - $ - Stock-based compensation $ - $ - Valuation allowance $ 2,674,600 $ 853,100 Income tax provision $ - $ - Total effective rate 0 % 0 % |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | Set forth below are the tax effects of temporary differences that give rise to a significant portion of the deferred tax assets and deferred tax liabilities: Year Ended December 31, 2023 2022 Deferred tax assets Net operating loss carryforwards $ 3,851,100 $ 1,530,800 Other, net $ 162,600 $ (191,700 ) Subtotal $ 4,013,700 $ 1,339,100 Valuation allowance $ (4,013,700 ) $ (1,339,100 ) Total deferred tax assets $ - $ - Deferred tax liabilities Other, net $ - Total deferred tax liabilities $ - Net deferred tax (liabilities) assets |
Nature of Operations (Details)
Nature of Operations (Details) - USD ($) | 1 Months Ended | |
Feb. 24, 2023 | May 31, 2023 | |
Nature of Operations (Details) [Line Items] | ||
Noncash or Part Noncash Acquisition, Value of Liabilities Assumed (in Dollars) | $ 46,322 | |
Vado [Member] | ||
Nature of Operations (Details) [Line Items] | ||
Stock Issued During Period, Shares, Acquisitions | 6,015,757 | |
Socialcom [Member] | ||
Nature of Operations (Details) [Line Items] | ||
Stock Issued During Period, Shares, Acquisitions | 687,515 | |
AudienceX [Member] | ||
Nature of Operations (Details) [Line Items] | ||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 173,757,921 | |
AudienceX [Member] | AudienceX [Member] | ||
Nature of Operations (Details) [Line Items] | ||
Equity Method Investment, Ownership Percentage | 96% | |
Vado [Member] | ||
Nature of Operations (Details) [Line Items] | ||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 6,985,500 |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | |||
Income (Loss) from Continuing Operations, Net of Tax, Attributable to Parent | $ 8,521,640 | ||
Working Capital (Deficit) | 7,141,861 | ||
Retained Earnings (Accumulated Deficit) | (15,199,934) | $ (6,678,294) | |
Cash | 133,182 | 485,053 | |
Restricted Investments | 1,029,256 | 0 | |
Intangible Assets, Net (Excluding Goodwill) | 110,425 | 286,801 | |
Marketing and Advertising Expense | $ 164,307 | $ 100,862 | |
Finite-Lived Intangible Asset, Useful Life | 3 years | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in Shares) | 610,920 | 1,009,176 | |
Share-Based Payment Arrangement, Option [Member] | |||
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in Shares) | 21,684,635 | 7,851,078 | |
Vendor Dispute [Member] | |||
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | |||
Settlement Liabilities, Current | $ 1,442,441 | ||
Software Development [Member] | |||
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | |||
Finite-Lived Intangible Asset, Useful Life | 3 years |
Basis of Presentation and Sum_4
Basis of Presentation and Summary of Significant Accounting Policies (Details) - Property, Plant and Equipment | 12 Months Ended |
Dec. 31, 2023 | |
Office Equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 3 years |
Office Equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 5 years |
Furniture and Fixtures [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 3 years |
Furniture and Fixtures [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 7 years |
Leasehold Improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Estimated Useful Life | Term of lease |
Basis of Presentation and Sum_5
Basis of Presentation and Summary of Significant Accounting Policies (Details) - Deferred Revenue, by Arrangement, Disclosure - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Deferred Revenue By Arrangement Disclosure Abstract | ||
Balance | $ 72,630 | $ 202,406 |
Cash payments received | 2,627,246 | 1,649,836 |
Net sales recognized | (2,508,110) | (1,779,612) |
Balance | $ 191,766 | $ 72,630 |
Investments - Restricted (Detai
Investments - Restricted (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Disclosure Text Block Supplement [Abstract] | ||
Restricted Investments | $ 1,029,256 | $ 0 |
Loss Contingency, Damages Sought, Value | $ 1,442,441 | |
Investment Maturity Date | May 16, 2024 | |
Investments | $ 1,049,000 | |
Payments to Acquire Investments | 1,000,786 | |
Investment original issue discount | 48,214 | |
Investment Income, Interest | $ 28,470 | $ 0 |
Investments - Restricted (Det_2
Investments - Restricted (Details) - Schedule of Investment - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule Of Investment Abstract | ||
Fair Value | $ 1,029,891 | $ 0 |
Unrealized Losses | $ (365) | $ 0 |
Accounts Receivable (Details)
Accounts Receivable (Details) - USD ($) | 12 Months Ended | ||||
Jun. 08, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Jun. 11, 2021 | Jun. 13, 2019 | |
Receivables [Abstract] | |||||
Accounts Receivable, after Allowance for Credit Loss | $ 2,953,497 | $ 2,080,758 | |||
Accounts Receivable, Credit Loss Expense (Reversal) | 499,124 | 138,968 | |||
Accounts Receivable, Allowance for Credit Loss | 571,773 | 224,974 | |||
Financing Receivable, before Allowance for Credit Loss, Current | $ 3,000,000 | $ 5,000,000 | $ 10,000,000 | ||
Financing Receivable, before Allowance for Credit Loss, to Total, Percent | 85% | ||||
Debt Instrument, Basis Spread on Variable Rate | 7.25% | ||||
Finance Lease, Interest Expense | $ 107,089 | $ 104,754 |
Accounts Receivable (Details) -
Accounts Receivable (Details) - Schedule of Accounts, Notes, Loans and Financing Receivable - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Schedule Of Accounts Notes Loans And Financing Receivable Abstract | ||
Accounts receivable | $ 3,155,200 | $ 2,048,001 |
Due under Financing Agreement, net | 370,070 | 257,731 |
Allowance for doubtful accounts | (571,773) | (224,974) |
Total | $ 2,953,497 | $ 2,080,758 |
Other Current Assets (Details)
Other Current Assets (Details) - Schedule of Other Current Assets - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Schedule Of Other Current Assets Abstract | ||
Deposits | $ 39,792 | $ 174,092 |
Prepaid expenses | 195,450 | 71,394 |
Total | $ 235,242 | $ 245,486 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | ||
Payments to Acquire Property, Plant, and Equipment | $ 12,283 | $ 19,740 |
Depreciation | $ 18,796 | $ 26,157 |
Property and Equipment (Detai_2
Property and Equipment (Details) - Property, Plant and Equipment - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Less: accumulated depreciation | $ (170,854) | $ (152,058) |
Property and equipment, net | 26,463 | 32,976 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 151,426 | 139,143 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | $ 45,891 | $ 45,891 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Intangible Assets (Details) [Line Items] | |||
Finite-Lived Intangible Assets Acquired | $ 482,462 | ||
Finite-Lived Intangible Assets, Period Increase (Decrease) | $ 7,462 | ||
Finite-Lived Intangible Asset, Useful Life | 3 years | ||
Capitalized Computer Software, Additions | $ 89,094 | $ 43,454 | |
Capitalized Computer Software, Period Increase (Decrease) | $ 31,618 | 123,937 | |
Capitalized Computer Software, Amortization | 207,994 | 19,969 | |
Amortization of Intangible Assets | 207,994 | $ 180,790 | |
Customer Lists [Member] | |||
Intangible Assets (Details) [Line Items] | |||
Finite-Lived Intangible Assets Acquired | $ 475,000 | ||
Computer Software, Not in Service [Member] | |||
Intangible Assets (Details) [Line Items] | |||
Capitalized Computer Software, Gross | $ 110,425 |
Intangible Assets (Details) - S
Intangible Assets (Details) - Schedule of Finite-Lived Intangible Assets - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Finite-Lived Intangible Assets [Line Items] | ||
Intangible Assets, Gross | $ 646,628 | $ 615,010 |
Intangible Assets, Accumulated Amortization | (536,203) | (328,209) |
Intangible Assets, Net | 110,425 | 286,801 |
Customer Lists [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible Assets, Gross | 482,462 | 482,462 |
Intangible Assets, Accumulated Amortization | (469,060) | (308,240) |
Intangible Assets, Net | 13,402 | 174,222 |
Computer Software, Intangible Asset [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible Assets, Gross | 164,166 | 132,548 |
Intangible Assets, Accumulated Amortization | (67,143) | (19,969) |
Intangible Assets, Net | $ 97,023 | $ 112,579 |
Right of Use Assets and Liabi_3
Right of Use Assets and Liabilities (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Disclosure Text Block [Abstract] | ||
Operating Lease, Right-of-Use Asset | $ 0 | $ 581,352 |
Operating Lease, Liability | 0 | 631,144 |
Operating Lease, Expense | 599,443 | 607,837 |
Operating Lease, Right-of-Use Asset, Periodic Reduction | $ 581,352 | $ 549,570 |
Right of Use Assets and Liabi_4
Right of Use Assets and Liabilities (Details) - Lease, Cost - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Right of Use Assets and Liabilities (Details) - Lease, Cost [Line Items] | ||
Right to use assets, net | $ 0 | $ 581,352 |
Lease liability | 0 | 631,144 |
Lease liability | 0 | 631,144 |
Less: current portion | 0 | (631,144) |
Lease liability, non-current | 0 | 0 |
Building [Member] | ||
Right of Use Assets and Liabilities (Details) - Lease, Cost [Line Items] | ||
Right to use assets, net | 0 | 581,352 |
Lease liability | 0 | 631,144 |
Lease liability | $ 0 | $ 631,144 |
Accounts Payable and Accrued _3
Accounts Payable and Accrued Liabilities (Details) - Schedule of Accounts Payable and Accrued Liabilities - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Schedule Of Accounts Payable And Accrued Liabilities Abstract | ||
Trade accounts payable | $ 2,632,999 | $ 1,585,352 |
Credit cards payable | 661,676 | 371,773 |
Accrued payroll and payroll taxes | 65,565 | 261,535 |
Accrued interest | 195,235 | 53,459 |
Total | $ 3,555,475 | $ 2,272,119 |
Acquisition Liabilities (Detail
Acquisition Liabilities (Details) - USD ($) | 12 Months Ended | 36 Months Ended | |||
Feb. 02, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | Jan. 31, 2024 | Dec. 31, 2021 | |
Business Combinations [Abstract] | |||||
Asset Acquisition, Contingent Consideration, Liability | $ 475,000 | ||||
Asset Acquisition, Consideration Transferred | $ 25,000 | $ 150,000 | $ 150,000 | ||
Intangible Assets Acquired, Periodic Payment | $ 12,500 |
Loans Payable (Details) - Sched
Loans Payable (Details) - Schedule of Debt - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Decathlon Loan [Member] | ||
Loans Payable (Details) - Schedule of Debt [Line Items] | ||
Loan payable | $ 3,459,516 | $ 2,276,781 |
EIDL Loan [Member] | ||
Loans Payable (Details) - Schedule of Debt [Line Items] | ||
Loan payable | 200,000 | 200,000 |
Nonrelated Party [Member] | ||
Loans Payable (Details) - Schedule of Debt [Line Items] | ||
Loan payable | 3,659,516 | 2,476,781 |
Current portion | 3,459,516 | 348,945 |
Long-term maturities | $ 200,000 | $ 2,127,836 |
Loans Payable (Details) - Sch_2
Loans Payable (Details) - Schedule of Debt (Parentheticals) - USD ($) | 12 Months Ended | |||||
Jan. 01, 2023 | Mar. 31, 2022 | Jul. 20, 2020 | Dec. 31, 2019 | Dec. 31, 2023 | Dec. 31, 2022 | |
Loans Payable (Details) - Schedule of Debt (Parentheticals) [Line Items] | ||||||
Loan payable, principal payments | $ 492,036 | $ 132,530 | ||||
Loan payable, interest payments | 381,384 | 402,648 | ||||
Decathlon Loan [Member] | ||||||
Loans Payable (Details) - Schedule of Debt (Parentheticals) [Line Items] | ||||||
Loan payable, principal payments | 112,179 | 132,530 | ||||
Loan payable, principal amount | $ 3,000,000 | |||||
Loan payable, due | Jun. 30, 2024 | |||||
Loan payable, interest rate | 17% | |||||
Loan payable, unearned minimum interest | 886,733 | 1,661,504 | ||||
EIDL Loan [Member] | ||||||
Loans Payable (Details) - Schedule of Debt (Parentheticals) [Line Items] | ||||||
Loan payable, principal amount | $ 200,000 | $ 150,000 | ||||
Loan payable, interest rate | 3.75% | |||||
Loan payable, interest payments | $ 989 | |||||
Loan payable, term | 30 years | |||||
Loan payable, accrued interest | $ 8,076 | $ 6,935 | ||||
Loan payable, additional principal | $ 50,000 |
Loans Payable (Details) - Sch_3
Loans Payable (Details) - Schedule of Maturities of Long-Term Debt - Nonrelated Party [Member] | Dec. 31, 2023 USD ($) |
Loans Payable (Details) - Schedule of Maturities of Long-Term Debt [Line Items] | |
2024 | $ 3,459,516 |
2025 | 0 |
2026 | 0 |
2027 | 0 |
2028 and thereafter | 200,000 |
Total | $ 3,659,516 |
Loans Payable - Related Parti_3
Loans Payable - Related Parties (Details) - Schedule of Long-Term Debt Instruments - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Benaron Loan [Member] | ||
Debt Instrument [Line Items] | ||
Loan payable | $ 500,000 | $ 500,000 |
Wulfsohn Loan [Member] | ||
Debt Instrument [Line Items] | ||
Loan payable | 310,000 | |
Chief Executive Officer [Member] | Wulfsohn Related Party Loan [Member] | ||
Debt Instrument [Line Items] | ||
Loan payable | 300,000 | 300,000 |
Board of Directors Chairman [Member] | Benaron Related Party Loan [Member] | ||
Debt Instrument [Line Items] | ||
Loan payable | 300,000 | 300,000 |
Related Party [Member] | ||
Debt Instrument [Line Items] | ||
Loan payable | 1,410,000 | 1,100,000 |
Current portion | 996,700 | 757,426 |
Long-term maturities | $ 413,300 | $ 342,574 |
Loans Payable - Related Parti_4
Loans Payable - Related Parties (Details) - Schedule of Long-Term Debt Instruments (Parentheticals) - USD ($) | 5 Months Ended | 12 Months Ended | |||
Dec. 29, 2023 | Dec. 31, 2024 | Jul. 19, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | |
Wulfsohn Related Party Loan [Member] | |||||
Debt Instrument [Line Items] | |||||
Loan payable, amount | $ 300,000 | $ 300,000 | |||
Loan payable, interest rate | 15% | 15% | |||
Loan payable, due | Apr. 21, 2024 | ||||
Loan payable, interest payments | $ 45,000 | $ 45,000 | |||
Benaron Related Party Loan [Member] | |||||
Debt Instrument [Line Items] | |||||
Loan payable, amount | $ 300,000 | $ 300,000 | |||
Loan payable, interest rate | 15% | 15% | |||
Loan payable, due | Mar. 21, 2024 | ||||
Loan payable, interest payments | $ 45,000 | $ 45,000 | |||
Benaron Loan [Member] | |||||
Debt Instrument [Line Items] | |||||
Loan payable, amount | $ 500,000 | $ 500,000 | |||
Loan payable, interest rate | 8.25% | 2.19% | |||
Loan payable, due | Dec. 31, 2024 | ||||
Loan payable, monthly installments | $ 31,354 | $ 28,889 | |||
Loan payable, accrued interest | $ 26,637 | $ 5,849 | |||
Wulfsohn Loan [Member] | |||||
Debt Instrument [Line Items] | |||||
Loan payable, amount | $ 310,000 | ||||
Loan payable, interest rate | 7.25% | ||||
Loan payable, due | Dec. 29, 2024 | ||||
Loan payable, accrued interest | $ 155 |
Loans Payable - Related Parti_5
Loans Payable - Related Parties (Details) - Schedule of Maturities of Long-Term Debt - Related Party [Member] - Related Party [Member] | Dec. 31, 2023 USD ($) |
Loans Payable - Related Parties (Details) - Schedule of Maturities of Long-Term Debt [Line Items] | |
2023 | $ 996,700 |
2024 | 413,300 |
Total | $ 1,410,000 |
Convertible Note Payable - Re_3
Convertible Note Payable - Related Party (Details) - Convertible Debt - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Convertible Note Payable - Related Party (Details) - Convertible Debt [Line Items] | ||
Convertible promissory note payable | $ 2,724,000 | $ 0 |
Current portion | 800,000 | 0 |
Long-term maturities | 1,924,000 | 0 |
Total | 2,724,000 | 0 |
Convertible Debt [Member] | ||
Convertible Note Payable - Related Party (Details) - Convertible Debt [Line Items] | ||
Principal | 2,724,000 | 0 |
Discount | (394,028) | 0 |
Principal net of discount | 2,329,972 | 0 |
February Convertible Note [Member] | ||
Convertible Note Payable - Related Party (Details) - Convertible Debt [Line Items] | ||
Convertible promissory note payable | 800,000 | 0 |
Total | 800,000 | 0 |
May Convertible Note [Member] | ||
Convertible Note Payable - Related Party (Details) - Convertible Debt [Line Items] | ||
Convertible promissory note payable | 1,300,000 | 0 |
Total | 1,300,000 | 0 |
November Convertible Note [Member] | ||
Convertible Note Payable - Related Party (Details) - Convertible Debt [Line Items] | ||
Convertible promissory note payable | 624,000 | 0 |
Total | $ 624,000 | $ 0 |
Convertible Note Payable - Re_4
Convertible Note Payable - Related Party (Details) - Convertible Debt (Parentheticals) - USD ($) | 12 Months Ended | |||
Nov. 15, 2023 | May 12, 2023 | Feb. 07, 2023 | Dec. 31, 2023 | |
February Convertible Note [Member] | ||||
Convertible Note Payable - Related Party (Details) - Convertible Debt (Parentheticals) [Line Items] | ||||
Convertible promissory note payable, amount | $ 800,000 | |||
Convertible promissory note payable, interest rate | 7.25% | |||
Convertible promissory note payable, due | Dec. 31, 2023 | |||
Convertible promissory note payable, convertible price (in Dollars per share) | $ 2.04 | |||
Convertible promissory note payable, beneficial conversion feature | $ 215,686 | |||
Convertible promissory note payable, discount amortized | $ 215,686 | |||
Convertible promissory note payable, accrued interest | 53,710 | |||
May Convertible Note [Member] | ||||
Convertible Note Payable - Related Party (Details) - Convertible Debt (Parentheticals) [Line Items] | ||||
Convertible promissory note payable, amount | $ 1,300,000 | |||
Convertible promissory note payable, interest rate | 7.25% | |||
Convertible promissory note payable, due | Dec. 31, 2025 | |||
Convertible promissory note payable, convertible price (in Dollars per share) | $ 0.32 | |||
Convertible promissory note payable, beneficial conversion feature | $ 325,000 | |||
Convertible promissory note payable, discount amortized | 77,783 | |||
Convertible promissory note payable, accrued interest | 61,198 | |||
November Convertible Note [Member] | ||||
Convertible Note Payable - Related Party (Details) - Convertible Debt (Parentheticals) [Line Items] | ||||
Convertible promissory note payable, amount | $ 624,000 | |||
Convertible promissory note payable, interest rate | 8.50% | |||
Convertible promissory note payable, due | Dec. 31, 2025 | |||
Convertible promissory note payable, convertible price (in Dollars per share) | $ 0.32 | |||
Convertible promissory note payable, beneficial conversion feature | $ 156,250 | |||
Convertible promissory note payable, discount amortized | 9,439 | |||
Convertible promissory note payable, accrued interest | $ 5,949 |
Accrued Settlements (Details)
Accrued Settlements (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2019 | Dec. 31, 2018 | |
Former Contractor [Member] | ||||
Accrued Settlements (Details) [Line Items] | ||||
Settlement Liabilities, Current | $ 650,000 | |||
Litigation Settlement, Expense | $ 62,500 | $ 587,500 | ||
Former Employee [Member] | ||||
Accrued Settlements (Details) [Line Items] | ||||
Settlement Liabilities, Current | $ 100,000 | |||
Litigation Settlement, Expense | 62,500 | $ 37,500 | ||
Vendor Dispute [Member] | ||||
Accrued Settlements (Details) [Line Items] | ||||
Settlement Liabilities, Current | 2,476,926 | $ 1,582,652 | ||
Increase (Decrease) in Other Accrued Liabilities | 894,274 | |||
Restricted Investments | $ 1,029,256 |
Stockholders_ Equity (Details)
Stockholders’ Equity (Details) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||||
Aug. 29, 2023 $ / shares shares | Jun. 01, 2023 USD ($) $ / shares shares | May 25, 2023 USD ($) shares | Feb. 24, 2023 USD ($) $ / shares shares | Jan. 30, 2023 USD ($) $ / shares shares | Sep. 30, 2022 USD ($) $ / shares shares | Aug. 01, 2022 USD ($) $ / shares shares | Jun. 30, 2022 $ / shares shares | May 31, 2023 shares | Jun. 30, 2023 USD ($) | Dec. 31, 2023 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | |
Stockholders’ Equity (Details) [Line Items] | ||||||||||||
Common Stock, Shares Authorized | 490,000,000 | 490,000,000 | ||||||||||
Common Stock, Par or Stated Value Per Share (in Dollars per share) | $ / shares | $ 0.001 | $ 0.001 | ||||||||||
Preferred Stock, Shares Authorized | 10,000,000 | |||||||||||
Preferred Stock, Par or Stated Value Per Share (in Dollars per share) | $ / shares | $ 0.001 | $ 0.001 | ||||||||||
Common Stock, Shares, Issued | 182,492,222 | 173,757,921 | ||||||||||
Common Stock, Shares, Outstanding | 182,492,222 | 173,757,921 | ||||||||||
Preferred Stock, Shares Outstanding | 223,333 | 170,000 | ||||||||||
Stock Issued During Period, Shares, New Issues | 3,333 | 25,000 | 25,000 | 1,692,477 | 2,231,836 | 2,751,578 | 193,393 | |||||
Share Price (in Dollars per share) | $ / shares | $ 30 | $ 30 | $ 0.295 | $ 0.224 | $ 0.182 | $ 0.088 | $ 0.295 | $ 0.224 | ||||
Proceeds from Issuance of Preferred Stock and Preference Stock (in Dollars) | $ | $ 750,000 | $ 750,000 | $ 1,500,000 | $ 0 | ||||||||
Increase (Decrease) in Prepaid Expense (in Dollars) | $ | $ 100,000 | $ 3,333 | ||||||||||
Adjustments to Additional Paid in Capital, Other (in Dollars) | $ | (46,322) | |||||||||||
Proceeds from Issuance of Common Stock (in Dollars) | $ | $ 500,000 | $ 500,000 | $ 500,000 | $ 500,000 | $ 1,000,000 | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercises in Period | 56,324 | 56,324 | 1,225 | |||||||||
Share-Based Compensation Arrangements by Share-Based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price (in Dollars per share) | $ / shares | $ 0.09 | $ 0.089 | $ 0.086 | |||||||||
Proceeds from Stock Options Exercised (in Dollars) | $ | $ 5,071 | $ 105 | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Shares Issued in Period | 5,318,863 | 18,905,390 | ||||||||||
Share-Based Compensation Arrangements by Share-Based Payment Award, Options, Grants in Period, Weighted Average Exercise Price (in Dollars per share) | $ / shares | $ 0.295 | $ 0.102 | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested and Expected to Vest, Exercisable, Weighted Average Remaining Contractual Term | 10 years | 10 years | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested, Number of Shares | 5,012,613 | 1,881,250 | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested and Expected to Vest, Outstanding, Number | 306,250 | 3,987,427 | ||||||||||
Share-Based Payment Arrangement, Expense (in Dollars) | $ | $ 1,328,119 | $ 431,817 | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Intrinsic Value (in Dollars) | $ | $ 3,794,925 | $ 2,884,456 | ||||||||||
Vado [Member] | ||||||||||||
Stockholders’ Equity (Details) [Line Items] | ||||||||||||
Stock Issued During Period, Shares, Acquisitions | 6,015,757 | |||||||||||
Socialcom [Member] | ||||||||||||
Stockholders’ Equity (Details) [Line Items] | ||||||||||||
Stock Issued During Period, Shares, Acquisitions | 687,515 | |||||||||||
Series A Preferred Stock [Member] | ||||||||||||
Stockholders’ Equity (Details) [Line Items] | ||||||||||||
Preferred Stock, Shares Authorized | 1,000,000 | 1,000,000 | ||||||||||
Preferred Stock, Shares Outstanding | 223,333 | |||||||||||
Preferred Stock, Convertible, Terms | each share of Series A is convertible into 20 shares of the Company’s common stock, subject to a 4.99% beneficial ownership limitation which may be increased to up to 9.99% with 61 days’ notice | |||||||||||
Preferred Stock, Convertible, Conversion Ratio | 20 | |||||||||||
Sale of Stock, Price Per Share (in Dollars per share) | $ / shares | $ 30 | |||||||||||
Adjustments to Additional Paid in Capital, Other (in Dollars) | $ | $ 20,000 | |||||||||||
Socialcom [Member] | ||||||||||||
Stockholders’ Equity (Details) [Line Items] | ||||||||||||
Equity Method Investment, Ownership Percentage | 96.60% | |||||||||||
Monthly [Member] | ||||||||||||
Stockholders’ Equity (Details) [Line Items] | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested, Number of Shares | 12,949,213 | |||||||||||
Quaterly [Member] | ||||||||||||
Stockholders’ Equity (Details) [Line Items] | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested, Number of Shares | 87,500 | |||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Rights, Percentage | 75% | 75% | ||||||||||
Yearly [Member] | ||||||||||||
Stockholders’ Equity (Details) [Line Items] | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Rights, Percentage | 25% | 25% | ||||||||||
Share-Based Payment Arrangement, Option [Member] | ||||||||||||
Stockholders’ Equity (Details) [Line Items] | ||||||||||||
Share-Based Payment Arrangement, Expense (in Dollars) | $ | $ 1,328,119 | $ 414,893 | ||||||||||
Share-Based Payment Arrangement [Member] | ||||||||||||
Stockholders’ Equity (Details) [Line Items] | ||||||||||||
Share-Based Payment Arrangement, Expense (in Dollars) | $ | $ 0 | |||||||||||
Stock Issued, Value, Stock Options Exercised, Net of Tax Benefit (Expense) (in Dollars) | $ | $ 16,924 | |||||||||||
Socialcom [Member] | ||||||||||||
Stockholders’ Equity (Details) [Line Items] | ||||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 173,757,921 | |||||||||||
Socialcom [Member] | Socialcom [Member] | ||||||||||||
Stockholders’ Equity (Details) [Line Items] | ||||||||||||
Equity Method Investment, Ownership Percentage | 96% |
Stockholders_ Equity (Details)
Stockholders’ Equity (Details) - Share-Based Payment Arrangement, Option, Exercise Price Range - $ / shares | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||
Number of options outstanding (in Shares) | 24,051,825 | 22,793,540 | 7,076,563 |
Weighted average remaining contractual life (years) | 7 years 1 month 20 days | 7 years 9 months 3 days | |
Weighted average exercise price of outstanding options | $ 0.137 | $ 0.098 | $ 0.083 |
Number of options exercisable (in Shares) | 21,684,635 | 7,851,078 | |
Weighted average price of exercisable options | $ 0.139 | $ 7.76 | |
Options at $0.035 [Member] | |||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||
Range of exercise prices | $ 0.035 | $ 0.035 | |
Number of options outstanding (in Shares) | 525,000 | 525,000 | |
Weighted average remaining contractual life (years) | 3 years | 4 years | |
Weighted average exercise price of outstanding options | $ 0.035 | $ 0.035 | |
Number of options exercisable (in Shares) | 525,000 | 525,000 | |
Weighted average price of exercisable options | $ 0.035 | $ 4 | |
Options at $0.086 [Member] | |||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||
Range of exercise prices | $ 0.086 | $ 0.086 | |
Number of options outstanding (in Shares) | 367,500 | 602,525 | |
Weighted average remaining contractual life (years) | 6 years 7 months 13 days | 7 years 7 months 13 days | |
Weighted average exercise price of outstanding options | $ 0.086 | $ 0.086 | |
Number of options exercisable (in Shares) | 290,938 | 364,630 | |
Weighted average price of exercisable options | $ 0.086 | $ 7.62 | |
Options at $0.088 [Member] | |||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||
Range of exercise prices | $ 0.088 | $ 0.088 | |
Number of options outstanding (in Shares) | 2,900,625 | 3,294,375 | |
Weighted average remaining contractual life (years) | 7 years 2 months 19 days | 8 years 1 month 17 days | |
Weighted average exercise price of outstanding options | $ 0.088 | $ 0.088 | |
Number of options exercisable (in Shares) | 1,827,368 | 1,407,350 | |
Weighted average price of exercisable options | $ 0.088 | $ 8.13 | |
Options at $0.094 [Member] | |||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||
Range of exercise prices | $ 0.094 | $ 0.094 | |
Number of options outstanding (in Shares) | 2,537,500 | 5,422,428 | |
Weighted average remaining contractual life (years) | 8 years 3 months 29 days | 9 years 6 months 29 days | |
Weighted average exercise price of outstanding options | $ 0.094 | $ 0.094 | |
Number of options exercisable (in Shares) | 1,626,380 | 158,603 | |
Weighted average price of exercisable options | $ 0.094 | $ 9.58 | |
Options at $0.104 [Member] | |||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||
Range of exercise prices | $ 0.104 | $ 0.104 | |
Number of options outstanding (in Shares) | 12,949,212 | 12,949,212 | |
Weighted average remaining contractual life (years) | 6 years 25 days | 7 years 25 days | |
Weighted average exercise price of outstanding options | $ 0.104 | $ 0.104 | |
Number of options exercisable (in Shares) | 12,949,212 | 5,395,495 | |
Weighted average price of exercisable options | $ 0.104 | $ 7.07 | |
Options at $0.295 [Member] | |||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||
Range of exercise prices | $ 0.295 | ||
Number of options outstanding (in Shares) | 4,771,988 | ||
Weighted average remaining contractual life (years) | 9 years 9 months 29 days | ||
Weighted average exercise price of outstanding options | $ 0.295 | ||
Number of options exercisable (in Shares) | 4,465,737 | ||
Weighted average price of exercisable options | $ 0.295 |
Stockholders_ Equity (Details_2
Stockholders’ Equity (Details) - Share-Based Payment Arrangement, Option, Activity - $ / shares | 12 Months Ended | ||
Aug. 29, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Share Based Payment Arrangement Option Activity Abstract | |||
Number of Shares, Outstanding | 22,793,540 | 7,076,563 | |
Weighted Average Exercise Price, Outstanding | $ 0.098 | $ 0.083 | |
Number of Shares, vested and exercisable | 21,684,635 | 7,851,078 | |
Weighted Average Exercise Price, vested and exercisable | $ 0.139 | $ 7.76 | |
Number of Shares, Granted | 5,318,863 | 18,905,390 | |
Weighted Average Exercise Price, Granted | $ 0.295 | $ 0.102 | |
Number of Shares, Exercised | (56,324) | (56,324) | (1,225) |
Weighted Average Exercise Price, Exercised | $ 0.09 | $ 0.089 | $ 0.086 |
Number of Shares, Cancelled/Expired | (4,004,254) | (3,187,188) | |
Weighted Average Exercise Price, Cancelled/Expired | $ 0.121 | $ 0.089 | |
Number of Shares, Outstanding | 24,051,825 | 22,793,540 | |
Weighted Average Exercise Price, Outstanding | $ 0.137 | $ 0.098 |
Stockholders_ Equity (Details_3
Stockholders’ Equity (Details) - Schedule of Share-Based Payment Award, Stock Options, Valuation Assumptions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Stockholders’ Equity (Details) - Schedule of Share-Based Payment Award, Stock Options, Valuation Assumptions [Line Items] | ||
Volatility | 76.03% | |
Dividends | 0% | 0% |
Risk-free interest rates | 4.84% | |
Expected term (years) | 5 years | |
Minimum [Member] | ||
Stockholders’ Equity (Details) - Schedule of Share-Based Payment Award, Stock Options, Valuation Assumptions [Line Items] | ||
Volatility | 69.93% | |
Risk-free interest rates | 1.47% | |
Expected term (years) | 2 years 9 months 7 days | |
Maximum [Member] | ||
Stockholders’ Equity (Details) - Schedule of Share-Based Payment Award, Stock Options, Valuation Assumptions [Line Items] | ||
Volatility | 79.02% | |
Risk-free interest rates | 4.35% | |
Expected term (years) | 6 years 1 month 24 days |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Taxes (Details) [Line Items] | ||
Effective Income Tax Rate Reconciliation, Percent | 0% | 0% |
Deferred Tax Assets, Net of Valuation Allowance | $ 4,013,700 | |
Federal [Member] | ||
Income Taxes (Details) [Line Items] | ||
Operating Loss Carryforwards | 12,630,000 | |
State [Member] | ||
Income Taxes (Details) [Line Items] | ||
Operating Loss Carryforwards | $ 13,570,000 |
Income Taxes (Details) - Schedu
Income Taxes (Details) - Schedule of components of income tax expense (benefit) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule Of Components Of Income Tax Expense Benefit Abstract | ||
U.S. federal income tax | $ 0 | $ 0 |
State and local income tax | 0 | 0 |
Foreign income tax | 0 | 0 |
U.S. federal income tax | (1,832,100) | (584,800) |
State and local income tax | (842,500) | (268,300) |
Foreign income tax | 0 | 0 |
Total tax | (2,674,600) | (853,100) |
Valuation allowance | 2,674,600 | 853,100 |
Income tax provision | $ 0 | $ 0 |
Income Taxes (Details) - Sche_2
Income Taxes (Details) - Schedule of effective income tax rate reconciliation - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule Of Effective Income Tax Rate Reconciliation Abstract | ||
Income tax expense at federal statutory rate | $ (1,832,100) | $ (584,800) |
State and local taxes, net of federal benefit | (842,500) | (268,300) |
Permanent differences | 0 | 0 |
Stock-based compensation | 0 | 0 |
Valuation allowance | 2,674,600 | 853,100 |
Income tax provision | $ 0 | $ 0 |
Total effective rate | 0% | 0% |
Income Taxes (Details) - Sche_3
Income Taxes (Details) - Schedule of deferred tax assets and liabilities - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Schedule Of Deferred Tax Assets And Liabilities Abstract | ||
Net operating loss carryforwards | $ 3,851,100 | $ 1,530,800 |
Other, net | 162,600 | (191,700) |
Subtotal | 4,013,700 | 1,339,100 |
Valuation allowance | (4,013,700) | (1,339,100) |
Total deferred tax assets | 0 | 0 |
Other, net | 0 | |
Total deferred tax liabilities | 0 | |
Net deferred tax (liabilities) assets | $ 0 | $ 0 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | 12 Months Ended | |||
Jan. 01, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2019 | |
Commitments and Contingencies (Details) [Line Items] | ||||
Restricted Investments | $ 1,029,256 | $ 0 | ||
Loss Contingency, Damages Awarded, Value | $ 1,200,000 | |||
Litigation Settlement, Amount Awarded from Other Party | 562,000 | |||
Litigation Settlement, Expense | 800,000 | |||
Vendor Dispute [Member] | ||||
Commitments and Contingencies (Details) [Line Items] | ||||
Settlement Liabilities, Current | 2,476,926 | $ 1,582,652 | ||
Increase (Decrease) in Other Accrued Liabilities | 894,274 | |||
Restricted Investments | $ 1,029,256 | |||
Damages and Interest [Member] | ||||
Commitments and Contingencies (Details) [Line Items] | ||||
Loss Contingency, Damages Awarded, Value | $ 2,144,652 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event [Member] $ in Millions | Mar. 15, 2024 USD ($) |
Subsequent Events (Details) [Line Items] | |
Number of customer | 11 |
Number of prospective customer | 1 |
Number of employees | 14 |
Customer Advances and Deposits (in Dollars) | $ 4.1 |