Document and Entity Information
Document and Entity Information | 12 Months Ended |
Dec. 31, 2021 | |
Cover [Abstract] | |
Entity Registrant Name | RDE, Inc. |
Entity Central Index Key | 0001760233 |
Document Type | 10-12G |
Amendment Flag | false |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash | $ 1,930,325 | $ 600,576 |
Accounts receivable | 118,100 | 297,407 |
Deposits with credit card processor | 87,237 | 87,237 |
Prepaid expenses and other current assets | 153,374 | 118,196 |
Total current assets | 2,289,036 | 1,103,416 |
Operating lease right of use asset, net | 219,739 | 332,615 |
Goodwill | 334,000 | |
Intangible assets, net | 860,030 | |
Total assets | 2,508,775 | 2,630,061 |
Current liabilities: | ||
Accounts payable | 976,605 | 976,845 |
Accrued expenses | 627,623 | 453,595 |
Accrued payroll and advances - related party | 78,000 | |
Deferred revenue | 230,405 | |
Acquisition obligation | 77,092 | 118,006 |
Government assistance notes payable, current portion | 11,115 | |
Operating lease liability, current portion | 110,499 | 100,856 |
Convertible notes payable | 400,000 | |
Convertible debt assumed upon reverse merger, including accrued interest of $11,537 and $11,137 at December 31, 2021 and 2020, respectively | 31,537 | 31,137 |
Bridge notes payable, including accrued interest of $25,624 at December 31, 2020 | 328,771 | |
Total current liabilities | 2,064,876 | 2,487,210 |
Operating lease liability, net of current portion | 111,597 | 222,095 |
Acquisition note payable, including accrued interest of $162,300 and $73,973 at December 31, 2021 and 2020, respectively | 1,662,300 | 1,573,973 |
Government assistance notes payable, including accrued interest of $25,321 and $9,942 at December 31, 2021 and 2020, respectively, net of current portion | 1,689,741 | 952,142 |
Total liabilities | 5,528,514 | 5,235,420 |
Commitments and Contingencies | ||
Stockholders' deficiency: | ||
Preferred stock, $0.0001 par value, 10,000,000 shares authorized; none issued and outstanding | ||
Common stock, $0.001 par value, 750,000,000 shares authorized; 12,879,428 and 11,217,324 shares issued and outstanding at December 31, 2021 and 2020, respectively | 12,880 | 11,218 |
Additional paid-in-capital | 56,875,273 | 52,300,092 |
Common stock issuable, 383,343 shares | 383,343 | 383,343 |
Accumulated deficit | (60,291,235) | (55,300,012) |
Total stockholders' deficiency | (3,019,739) | (2,605,359) |
Total liabilities and stockholders' deficiency | $ 2,508,775 | $ 2,630,061 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Common stock, par value | $ 0.001 | $ 0.0001 |
Common stock, shares authorized | 750,000,000 | 750,000,000 |
Common stock, shares issued | 12,879,428 | 11,217,324 |
Common stock, shares outstanding | 12,879,428 | 11,217,324 |
Common stock issuable, shares | 383,343 | 383,343 |
Convertible Debt [Member] | ||
Accrued interest payable | $ 11,537 | $ 11,137 |
Bridge Notes Payable [Member] | ||
Accrued interest payable | 25,624 | |
Acquisition Note Payable [Member] | ||
Accrued interest payable | 162,300 | 73,973 |
Government Assistance Note Payable [Member] | ||
Accrued interest payable | $ 25,321 | $ 9,942 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | ||
Revenues | $ 3,323,509 | $ 2,644,556 |
Operating expenses: | ||
Costs of revenues | 394,023 | 436,715 |
Selling, general and administrative expenses | 7,243,151 | 6,172,390 |
Amortization of intangible assets | 624,000 | 720,000 |
Write-off of impaired intangible assets | 570,030 | |
Total operating expenses | 8,831,204 | 7,329,105 |
Loss from operations | (5,507,695) | (4,684,548) |
Other (income) expense: | ||
Interest expense | 124,293 | 519,096 |
Amortization of debt discount | 401,177 | |
Financing costs | 7,500 | 163,528 |
Gain on extinguishment of derivative liability | (1,164,802) | |
Legal settlements | 219,000 | |
Gain from forgiveness of government assistance note payable | (648,265) | (10,000) |
Loss on extinguishment of debt | 1,858,395 | |
Total other (income) expense, net | (516,472) | 1,986,394 |
Loss from continuing operations | (4,991,223) | (6,670,942) |
Gain on sale of discontinued operation | 2,895,283 | |
Net loss | $ (4,991,223) | $ (3,775,659) |
Net loss per common share - basic and diluted: | ||
Loss from continuing operations | $ (0.41) | $ (1.08) |
Gain on sale of discontinued operation | 0.47 | |
Net loss | $ (0.41) | $ (0.61) |
Weighted average common shares outstanding - basic and diluted | 12,277,922 | 6,183,047 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Deficiency - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Common Stock [Member] | ||
Balance | $ 11,218 | $ 3,013 |
Balance, shares | 11,217,324 | 3,012,712 |
Fractional share adjustment from reverse split | $ (69) | |
Fractional share adjustment from reverse split, shares | (69,410) | |
Issuance of common stock in private placement | $ 1,103 | |
Issuance of common stock in private placement, shares | 1,102,700 | |
Issuance of common stock in public placement | $ 50 | |
Issuance of common stock in public placement, shares | 50,000 | |
Issuance of common stock for acquisition of Restaurant.com | $ 364 | |
Issuance of common stock for acquisition of Restaurant.com, shares | 363,889 | |
Issuance of common stock for sale of discontinued operations | $ 60 | |
Issuance of common stock for sale of discontinued operations, shares | 59,990 | |
Issuance of common stock for conversion of convertible notes assumed on reverser merger | $ 1,528 | |
Issuance of common stock for conversion of convertible notes assumed on reverser merger, shares | 1,528,107 | |
Issuance of common stock for conversion of convertible notes | $ 1,806 | |
Issuance of common stock for conversion of convertible notes, shares | 1,805,539 | |
Issuance of common stock for services | $ 846 | $ 1,087 |
Issuance of common stock for services, shares | 845,758 | 1,087,297 |
Issuance of common stock for directors and employees | $ 1,340 | |
Issuance of common stock for directors and employees, shares | 1,340,000 | |
Issuance of common stock for accrued payroll and advances to a related party | $ 936 | |
Issuance of common stock for accrued payroll and advances to a related party, shares | 936,500 | |
Fair value of vested stock options | ||
Proceeds from issuance of common stock in offering, net of offering costs of $21,686 | $ 805 | |
Proceeds from issuance of common stock in offering, net of offering costs of $21,686, shares | 805,346 | |
Issuance of common stock for note payable extension | $ 3 | |
Issuance of common stock for note payable extension, shares | 3,000 | |
Issuance of common stock for legal settlement | $ 8 | |
Issuance of common stock for legal settlement, shares | 8,000 | |
Net loss | ||
Balance | $ 12,880 | $ 11,218 |
Balance, shares | 12,879,428 | 11,217,324 |
Common Stock Issuable [Member] | ||
Balance | $ 383,343 | |
Balance, shares | 383,343 | |
Fractional share adjustment from reverse split | ||
Fractional share adjustment from reverse split, shares | ||
Issuance of common stock in private placement | ||
Issuance of common stock in private placement, shares | ||
Issuance of common stock in public placement | ||
Issuance of common stock in public placement, shares | ||
Issuance of common stock for acquisition of Restaurant.com | ||
Issuance of common stock for acquisition of Restaurant.com, shares | ||
Issuance of common stock for sale of discontinued operations | $ 273,343 | |
Issuance of common stock for sale of discontinued operations, shares | 273,343 | |
Issuance of common stock for conversion of convertible notes assumed on reverser merger | ||
Issuance of common stock for conversion of convertible notes assumed on reverser merger, shares | ||
Issuance of common stock for conversion of convertible notes | $ 110,000 | |
Issuance of common stock for conversion of convertible notes, shares | 110,000 | |
Issuance of common stock for services | ||
Issuance of common stock for services, shares | ||
Issuance of common stock for directors and employees | ||
Issuance of common stock for directors and employees, shares | ||
Issuance of common stock for accrued payroll and advances to a related party | ||
Issuance of common stock for accrued payroll and advances to a related party, shares | ||
Fair value of vested stock options | ||
Proceeds from issuance of common stock in offering, net of offering costs of $21,686 | ||
Proceeds from issuance of common stock in offering, net of offering costs of $21,686, shares | ||
Issuance of common stock for note payable extension | ||
Issuance of common stock for note payable extension, shares | ||
Issuance of common stock for legal settlement | ||
Issuance of common stock for legal settlement, shares | ||
Net loss | ||
Balance | $ 383,343 | $ 383,343 |
Balance, shares | 383,343 | 383,343 |
Additional Paid-In Capital [Member] | ||
Balance | $ 52,300,092 | $ 43,695,274 |
Fractional share adjustment from reverse split | 69 | |
Issuance of common stock in private placement | 1,101,597 | |
Issuance of common stock in public placement | 149,950 | |
Issuance of common stock for acquisition of Restaurant.com | 483,608 | |
Issuance of common stock for sale of discontinued operations | 59,930 | |
Issuance of common stock for conversion of convertible notes assumed on reverser merger | 1,825,538 | |
Issuance of common stock for conversion of convertible notes | 2,091,353 | |
Issuance of common stock for services | 2,163,154 | 1,012,799 |
Issuance of common stock for directors and employees | 1,194,460 | |
Issuance of common stock for accrued payroll and advances to a related party | 654,514 | |
Fair value of vested stock options | 437,877 | 31,000 |
Proceeds from issuance of common stock in offering, net of offering costs of $21,686 | 1,957,661 | |
Issuance of common stock for note payable extension | 7,497 | |
Issuance of common stock for legal settlement | 8,992 | |
Net loss | ||
Balance | 56,875,273 | 52,300,092 |
Accumulated Deficit [Member] | ||
Balance | (55,300,012) | (51,524,353) |
Fractional share adjustment from reverse split | ||
Issuance of common stock in private placement | ||
Issuance of common stock in public placement | ||
Issuance of common stock for acquisition of Restaurant.com | ||
Issuance of common stock for sale of discontinued operations | ||
Issuance of common stock for conversion of convertible notes assumed on reverser merger | ||
Issuance of common stock for conversion of convertible notes | ||
Issuance of common stock for services | ||
Issuance of common stock for directors and employees | ||
Issuance of common stock for accrued payroll and advances to a related party | ||
Fair value of vested stock options | ||
Proceeds from issuance of common stock in offering, net of offering costs of $21,686 | ||
Issuance of common stock for note payable extension | ||
Issuance of common stock for legal settlement | ||
Net loss | (4,991,223) | (3,775,659) |
Balance | (60,291,235) | (55,300,012) |
Balance | (2,605,359) | (7,826,066) |
Fractional share adjustment from reverse split | ||
Issuance of common stock in private placement | 1,102,700 | |
Issuance of common stock in public placement | 150,000 | |
Issuance of common stock for acquisition of Restaurant.com | 483,972 | |
Issuance of common stock for sale of discontinued operations | 333,333 | |
Issuance of common stock for conversion of convertible notes assumed on reverser merger | 1,827,066 | |
Issuance of common stock for conversion of convertible notes | 2,203,159 | |
Issuance of common stock for services | 2,164,000 | 1,013,886 |
Issuance of common stock for directors and employees | 1,195,800 | |
Issuance of common stock for accrued payroll and advances to a related party | 655,450 | |
Fair value of vested stock options | 437,877 | 31,000 |
Proceeds from issuance of common stock in offering, net of offering costs of $21,686 | 1,958,466 | |
Issuance of common stock for note payable extension | 7,500 | |
Issuance of common stock for legal settlement | 9,000 | |
Net loss | (4,991,223) | (3,775,659) |
Balance | $ (3,019,739) | $ (2,605,359) |
Consolidated Statements of St_2
Consolidated Statements of Stockholders' Deficiency (Parenthetical) | Dec. 31, 2021USD ($) |
Statement of Stockholders' Equity [Abstract] | |
Offering costs | $ 21,686 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities: | ||
Net loss | $ (4,991,223) | $ (3,775,659) |
Gain from discontinued operation | 2,895,283 | |
Net loss from continuing operations | (4,991,223) | (6,670,942) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Amortization of intangible assets | 624,000 | 720,000 |
Write-off of impaired intangible assets | 570,030 | |
Financing costs | 7,500 | 163,528 |
Gain from forgiveness of government assistance note payable | (648,265) | (10,000) |
Loss on extinguishment of debt | 1,858,395 | |
Gain on extinguishment of derivative liability | (1,164,802) | |
Issuance of common stock for services | 2,164,000 | 1,013,886 |
Issuance of common stock for services to directors and employees | 1,195,800 | |
Fair value of vested stock options | 437,877 | 31,000 |
Amortization of debt discount | 401,177 | |
Amortization of operating lease right of use assets | 112,876 | 62,044 |
(Increase) decrease in - | ||
Accounts receivable | 179,307 | (58,327) |
Deposits with credit card processor | 52,969 | |
Prepaid expenses and other current assets | (35,178) | 16,767 |
Increase (decrease) in - | ||
Accounts payable | (240) | 770,882 |
Accrued expenses | 183,028 | 352,055 |
Accrued payroll and advances - related party | (78,000) | 102,700 |
Accrued interest payable | 84,547 | 399,712 |
Deferred revenue | 230,405 | |
Operating lease liability | (100,855) | (41,797) |
Net cash used in operating activities | (1,260,191) | (793,334) |
Cash flows from financing activities: | ||
Repayment of bridge note payable | (303,147) | (90,000) |
Repayment of convertible notes payable | (400,000) | (549,734) |
Repayment of convertible notes payable assumed on reverse merger | (19,980) | |
Payment of acquisition obligation | (40,914) | (321,718) |
Proceeds from notes payable - government assistance loans | 1,375,535 | 942,200 |
Proceeds from private placement of common stock | 1,102,700 | |
Proceeds from issuance of common stock in offering, net of offering costs | 1,958,466 | 150,000 |
Net cash provided by financing activities | 2,589,940 | 1,213,468 |
Net increase in cash: | 1,329,749 | 420,134 |
Balance at beginning of period | 600,576 | 180,442 |
Balance at end of period | 1,930,325 | 600,576 |
Supplemental disclosures of cash flow information: | ||
Interest paid | 39,746 | 117,361 |
Taxes paid | ||
Non-cash investing and financing activities: | ||
Operating lease right of use asset and related lease liability | 257,909 | |
Issuance of common stock as payment for accrued salary | 655,450 | |
Issuance of common stock for conversion of notes payable | 4,030,225 | |
Issuance of common stock for sale of discontinued operation | 333,333 | |
Assets acquired from acquisition of Restaurant.com | 509,666 | |
Goodwill and intangible assets acquired from acquisition of Restaurant.com | 1,914,030 | |
Fair value of common stock issued for acquisition of Restaurant.com | 483,972 | |
Notes payable issued from acquisition of Restaurant.com | 1,500,000 | |
Acquisition obligation from acquisition of Restaurant.com | $ 439,724 |
Organization and Basis of Prese
Organization and Basis of Presentation | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Organization and Basis of Presentation | 1. Organization and Basis of Presentation On March 1, 2020, completed an asset purchase agreement with Restaurant.com, Inc., an unrelated Delaware corporation, which was an entity engaged in the business of online marketing for participating restaurants throughout the United States (see Note 3). On September 25, 2020, the Company changed its name from uBid Holdings, Inc. to RDE, Inc. and the Company’s trading symbol was changed from UBID to RSTN to reflect the Company’s new name and new focus on the Restaurant.com business. Discontinued Operations On November 12, 2018, the Company entered into a merger transaction with SkyAuctions Inc. (“SkyAuctions”) pursuant to which all of the shareholders of SkyAuctions exchanged their shares of common stock of SkyAuctions for 1,102,422 shares of the Company’s common stock and a three-year secured promissory note for $2,500,000 with interest at 3% per annum. On July 1, 2020, the Company entered into a Consent and Agreement to Stock Sale Agreement and Mutual Release Agreement to relinquish control of SkyAuctions, the result of which was the Company effectively disposed of SkyAuctions as of such date and the secured promissory note payable of $2,500,000 and accrued interest payable of $179,483 were extinguished (see Note 3). Comparative financial information presented for the year ended December 31, 2020 has been reclassified to present SkyAuctions as a discontinued operation. Going Concern During the year ended December 31, 2021, the Company incurred a net loss of $4,991,223, utilized cash in operations of $1,260,191, and had a stockholders’ deficiency of $3,019,739 as of December 31, 2021. At December 31, 2021, the Company had cash of $1,930,325 and working capital of $224,160 available to fund its operations, including expansion plans, and to service its debt. The Company’s consolidated financial statements have been presented on the basis that it will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The Company has experienced operating losses and negative operating cash flows during 2020 and 2021. The Company has financed its working capital requirements through borrowings from various sources and the sale of its equity securities. The Company’s operations have been significantly and negatively impacted by the COVID-19 pandemic. Due to the uncertain and rapidly evolving nature of current conditions around the world, the Company is unable to predict accurately the impact that the COVID-19 pandemic will have on its business going forward. The Company expects the COVID-19 pandemic and its effects to continue to have a significant adverse impact on its business for the duration of the pandemic and during the subsequent economic recovery, which could be for an extended period of time. As a result, management has concluded that there is substantial doubt about the Company’s ability to continue as a going concern. The Company’s independent registered public accounting firm, in its report on the Company’s consolidated financial statements for the year ended December 31, 2021, has also expressed substantial doubt about the Company’s ability to continue as a going concern. The Company’s consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. The Company’s ability to continue as a going concern is dependent upon its ability to raise additional debt or equity capital to fund its business activities and to ultimately achieve sustainable operating revenues and profitability. As market conditions present uncertainty as to the Company’s ability to secure additional funds, there can be no assurances that the Company will be able to secure additional financing on acceptable terms, as and when necessary to continue to conduct operations. There is also significant uncertainty as to the effect that the coronavirus may have on the Company’s business plans and the amount and type of financing available to the Company in the future. If the Company is unable to obtain the cash resources necessary to satisfy the Company’s ongoing cash requirements, the Company could be required to scale back its business activities or to discontinue its operations entirely. Reverse Stock Split On April 20, 2020, the Company effected a 1-for-150 reverse split of its outstanding shares of common stock. No fractional shares were issued in connection with the reverse stock split, with any fractional shares being rounded up to the nearest whole share. All share and per share amounts and information presented herein have been retroactively adjusted to reflect the reverse stock split for all periods presented. Reclassifications Certain prior year amounts, consisting primarily of accrued interest payable relating to notes payable, have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported results of operations, total stockholders’ deficiency or cash flows from operations. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Principles of Consolidation The accompanying consolidated financial statements of the Company have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) and include the financial statements of the Company’s wholly-owned operating subsidiary. Intercompany balances and transactions have been eliminated in consolidation. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Some of those judgments can be subjective and complex, and therefore, actual results could differ materially from those estimates under different assumptions or conditions. Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable in relation to the financial statements taken as a whole under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Management regularly evaluates the key factors and assumptions used to develop the estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such evaluations, if deemed appropriate, those estimates are adjusted accordingly. Actual results could differ from those estimates. Significant estimates include those related to assumptions used in accruals for potential liabilities, valuing equity instruments issued for services, impairment of goodwill and finite-lived intangible assets, and the realization of deferred tax assets. Stock-Based Compensation The Company periodically issues share-based awards to employees and non-employees and consultants for services rendered. Stock options vest and expire according to terms established at the issuance date of each grant. Stock grants are measured at the grant date fair value. Stock-based compensation cost is measured at fair value on the grant date and is generally recognized as a charge to operations ratably over the requisite service, or vesting, period. The Company values its equity awards using the Black-Scholes option-pricing model, and accounts for forfeitures when they occur. Use of the Black-Scholes option pricing model requires the input of subjective assumptions, including expected volatility, expected term, and a risk-free interest rate. The expected volatility is based on the historical volatility of the Company’s common stock, calculated utilizing a look-back period approximately equal to the contractual life of the stock option being granted. The expected life of the stock option is calculated as the mid-point between the vesting period and the contractual term (the “simplified method”). The risk-free interest rate is estimated using comparable published federal funds rates. Fair Value of Financial Instruments The authoritative guidance with respect to fair value established a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three levels and requires that assets and liabilities carried at fair value be classified and disclosed in one of three categories, as presented below. Disclosure as to transfers in and out of Levels 1 and 2, and activity in Level 3 fair value measurements, is also required. Fair value of a financial instrument is defined as the amount at which the instrument could be exchanged in a current transaction between willing parties. The three levels of the fair value hierarchy are as follows: Level 1 Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the entity has the ability to access. Level 2 Valuations based on quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable data for substantially the full term of the assets or liabilities. Level 3 Valuations based on inputs that are unobservable, supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The carrying value of the Company’s financial instruments (consisting of cash, accounts receivables, deposits to credit card processor, prepaid expense and other current assets, accounts payable, accrued expenses, notes payable, and other liabilities) are considered to be representative of their respective fair values due to the short-term nature of those instruments. Acquisitions and Business Combinations The Company allocates the fair value of purchase consideration to the tangible assets acquired, liabilities assumed, and separately identified intangible assets acquired based on their estimated fair values. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. Such valuations require management to make significant estimates and assumptions, especially with respect to intangible assets. Significant estimates in valuing certain intangible assets include, but are not limited to, future expected cash flows from, acquired technology, trademarks and trade names, useful lives, and discount rates. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. During the measurement period, which can be up to one year from the acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. Upon the conclusion of the measurement period, any subsequent adjustments are recorded in the consolidated statements of operations. Goodwill The Company reviews the recoverability of the carrying value of goodwill at least annually at fiscal year-end, or whenever events or circumstances indicate a potential impairment. Recoverability of goodwill is determined by comparing the fair value of Company’s reporting unit to the carrying value of the underlying net assets in the reporting units. If the fair value of a reporting unit is determined to be less than the carrying value of its net assets, goodwill is deemed impaired, and an impairment loss is recognized to the extent that the carrying value of goodwill exceeds the difference between the fair value of the reporting unit and the fair value of its other assets and liabilities. Goodwill was recorded as a result of the March 1, 2020 Restaurant.com, Inc. transaction. At December 31, 2021, management conducted an evaluation of the recoverability of the carrying value of goodwill and determined that it had been impaired, which resulted in a charge to operations of $334,000 at such date. Intangible Assets with Finite Useful Lives The Company had certain finite-lived intangible assets that were initially recorded at their fair value at the time of acquisition. These intangible assets consisted of intellectual property, customer relationships, and capitalized software development costs. Intangible assets with finite useful lives were being amortized using an accelerated method over their respective estimated useful lives. The Company review’s all finite-lived intangible assets for impairment at least annually at fiscal year-end, or whenever events or circumstances indicate that their carrying values may not be recoverable. If the carrying value of an asset group is not recoverable, the Company recognizes an impairment loss for the excess carrying value over the fair value in its consolidated statements of operations. The intangible assets were recorded as a result of the March 1, 2020 Restaurant.com, Inc. transaction. At December 31, 2021, management conducted an evaluation of the recoverability of the carrying value of finite-lived intangible assets and determined that they had been impaired, which resulted in a charge to operations of $236,030 at such date. Revenue Recognition Revenue is recognized when, or as, control of a promised product transfers to a customer, in an amount that reflects the consideration to which the Company expects to be entitled in exchange for transferring those products. Revenue excludes taxes that have been assessed by governmental authorities and that are directly imposed on revenue-producing transactions between the Company and its customers, including sales and use taxes. Revenue recognition is evaluated through the following five-step process: (1) identification of the agreement with a customer; (2) identification of the performance obligations in the agreement; (3) determination of the transaction price; (4) allocation of the transaction price to the performance obligations in the agreement; and, (5) recognition of revenue when or as a performance obligation is satisfied. The Company operates online websites that sell discounted restaurant coupons, travel and vacation packages, and other merchandise across a wide range of product categories, including, but not limited to, computer products, consumer electronics, apparel, housewares, watches, jewelry, travel, sporting goods, automobiles, home improvement products, and collectibles. In addition, the Company also generates revenues based upon the number of times a third-party website(s) or products(s) are accessed or viewed by consumers from the Company’s website or platform. Sale of Restaurant Coupons The Company derives its revenue from transactions in which it sells discount certificates for restaurants on behalf of third-party restaurants. Approximately 9 to 13 days each month the Company emails its customers offers for restaurant discounts based on location and personal preferences. Consumers also access deals offered by the Company directly through the Company’s websites and mobile applications. A typical restaurant discount deal might offer a $25 discount that can be used toward a $50 purchase at a restaurant. The Company recognizes revenue on a gross basis upon sale and collection of the restaurant coupons from customers. The Company has no further commitment or obligation to third-party restaurants or the coupon purchasers upon the sale of restaurant coupons and no amounts are due to the third-party restaurants for these sales. Sale of restaurant coupons are generally non-refundable. On an infrequent case-by-case basis, the Company will accept customer’s request to transfer a restaurant coupon from one third-party restaurant to another (for example, upon the closure of a restaurant). Sale of Travel, Vacation and Merchandise The Company also derives revenue from transactions in which it sells complementary entertainment and travel offerings and consumer products on behalf of third-party merchants. Additional deals include discounted pricing at theaters, movies or other merchants. Customers purchase restaurant deals from the Company and redeem them with the Company’s merchant partners. Approximately 9 to 13 days each month the Company emails its customers offers for discounted experiences and products based on location and personal preferences. Consumers also access the Company’s deals directly through the Company’s websites and mobile applications. Those discounted experiences and products generally involve a customer’s purchase of a voucher through one of the Company’s websites that can be redeemed with a third-party merchant for services or goods (or for discounts on services and goods). Revenue from those transactions is reported on a net basis and equals the purchase price received from the customer for the voucher less an agreed upon portion of the purchase price paid by the Company to its partners. Advertising Revenues The Company also has agreements with selected third-party partners, such as Google Ads, wherein third-party website(s) and/or product(s) are shown or incorporated in the Company’s platform or website. The Company generates revenues based upon the number of times the third-party website(s) or product(s) are accessed or viewed by consumers from the Company’s platform or website. Revenue is recognized when its determinable, which is generally upon receipt of a statement and/or proceeds from the third-party partners. For the years ended December 31, 2021 and 2020, disaggregated revenue by the Company’s divisions and type of revenue is presented below. Sales Channels Restaurant Coupons Sale of Travel, Vacation and Merchandise Advertising Total Year Ended December 31, 2021 Business to consumer (B2C) $ 867,465 $ 375,261 $ 182,503 $ 1,425,229 Business to business (B2B) 1,861,795 - - 1,861,795 Other 36,485 - - 36,485 Total $ 2,765,745 $ 375,261 $ 182,503 $ 3,323,509 Year Ended December 31, 2020 Business to consumer (B2C) $ 963,171 $ 364,549 $ 141,441 $ 1,469,161 Business to business (B2B) 1,174,321 - - 1,174,321 Other 1,074 - - 1,074 Total $ 2,138,566 $ 364,549 $ 141,441 $ 2,644,556 Costs of Revenues Costs of revenues represents the costs incurred to generate Restaurant.com revenues and consists primarily of transaction fees and costs. Advertising Costs The Company has marketing relationship agreements with various online companies such as portal networks, contextual sites, search engines and affiliate partners. Advertising costs are generally charged to the Company monthly per vendor agreements, which typically are based on visitors and/or registrations delivered to the site or at a set fee. Agreements do not provide for guaranteed renewal and may be terminated by the Company without cause. Such advertising costs are charged to expense as incurred and included in selling, general and administrative expenses in the statements of operations. During the years ended December 31, 2021 and 2020, advertising costs were $601,941 and $565,190, respectively. Accounts Receivable Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The Company maintains an allowance for doubtful accounts to reflect the Company’s best estimate of the amount of probable credit losses in its existing accounts receivable as a result of the inability of its customers to make required payments for products. Accounts with known financial issues are first reviewed and specific estimates with respect to their collectability are recorded. The remaining accounts receivable balances are then grouped into categories by the number of days the balance is past due, and the estimated loss is calculated as a percentage of the total category based upon past history. Account balances are charged off against the allowance when it is probable that the receivable will not be recovered. There was no allowance for doubtful accounts recognized as of December 31, 2021 and 2020. Earnings (Loss) Per Share Basic earnings (loss) per share is computed using the weighted average number of common shares issued and outstanding during the period. Diluted earnings (loss) per share is computed using the weighted average number of common shares and the dilutive effect of contingent shares outstanding during the period. Potentially dilutive contingent shares, which primarily consist of convertible notes and stock issuable upon the exercise of stock options and warrants, have been excluded from the calculation of diluted loss per share because their effect is anti-dilutive. Loss per common share is computed by dividing net loss by the weighted average number of shares of common stock issued and outstanding during the respective periods. Basic and diluted loss per common share was the same for all periods presented because all convertible notes and stock issuable upon the exercise of stock options and warrants outstanding were anti-dilutive. At December 31, 2021 and 2020, the Company excluded the outstanding convertible debt and securities summarized below, which entitle the holders thereof to acquire shares of common stock, from its calculation of earnings per share, as their effect would have been anti-dilutive. December 31, 2021 2020 Convertible notes payable 19,286 19,286 Common stock issuable 383,343 383,343 Common stock warrants 20,667 54,000 Common stock options 187,116 37,116 Total 610,412 493,745 The issuable and potentially issuable shares as summarized above do not include any shares that may be issuable upon the conversion of an unsecured promissory note in the principal amount of $1,500,000 that matures on March 1, 2023 (see Note 9), as such promissory note is convertible at the option of the Company into common shares at a price to be determined on the date of conversion. These potentially issuable common shares would have been anti-dilutive because the Company had a net loss for the years ended December 31, 2021 and 2020, and thus such shares would have been excluded from the calculation of net loss per share. Income Taxes The Company accounts for income taxes under an asset and liability approach for financial accounting and reporting for income taxes. Accordingly, the Company recognizes deferred tax assets and liabilities for the expected impact of differences between the financial statements and the tax basis of assets and liabilities. The Company records a valuation allowance to reduce its deferred tax assets to the amount that is more likely than not to be realized. In the event the Company was to determine that it would be able to realize its deferred tax assets in the future in excess of its recorded amount, an adjustment to the deferred tax assets would be credited to operations in the period such determination was made. Alternatively, should the Company determine that it would not be able to realize all or part of its deferred tax assets in the future, an adjustment to the deferred tax assets would be charged to operations in the period such determination was made. As the Company’s net operating losses in the respective jurisdictions in which it operates have yet to be utilized, all previous tax years remain open to examination by the taxing authorities in which the Company currently operates. The Company had no unrecognized tax benefits as of December 31, 2021 and does not anticipate any material amount of unrecognized tax benefits within the next 12 months. The Company accounts for uncertainties in income tax law under a comprehensive model for the financial statement recognition, measurement, presentation and disclosure of uncertain tax positions taken or expected to be taken in income tax returns as prescribed by GAAP. The tax effects of a position are recognized only if it is “more-likely-than-not” to be sustained by the taxing authority as of the reporting date. If the tax position is not considered “more-likely-than-not” to be sustained, then no benefits of the position are recognized. As of December 31, 2021, the Company had not recorded any liability for uncertain tax positions. In subsequent periods, any interest and penalties related to uncertain tax positions will be recognized as a component of income tax expense. The Company is currently delinquent with respect to certain of its U.S. federal and state income tax filings. Cash The Company’s policy is to maintain its cash balances with financial institutions with high credit ratings and in accounts insured by the Federal Deposit Insurance Corporation (the “FDIC”). The Company may periodically have cash balances in financial institutions in excess of FDIC insurance limits of $250,000. The Company has not experienced any losses to date resulting from this practice. Operating Segments Management has determined that the Company has one operating segment. The Company’s reporting segment reflects the manner in which its chief operating decision maker reviews results and allocates resources. The Company’s reporting segment meets the definition of an operating segment and does not include the aggregation of multiple operating segments. In reaching such a conclusion management evaluated the Company’s reporting units by first identifying its operating segments. The Company then evaluated each operating segment to determine if it includes one or more components that constitute a business. If there are components within an operating segment that meet the definition of a business, the Company evaluates those components to determine if they must be aggregated into one or more reporting units. If applicable, when determining if it is appropriate to aggregate different operating segments, the Company determines if the segments are economically similar and, if so, the operating segments are aggregated. Recent Accounting Pronouncements In June 2016, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2016-13, Credit Losses (Topic 326) – Measurement of Credit Losses on Financial Instruments (“ASC 2016-13”). ASU 2016-13 requires entities to use a forward-looking approach based on current expected credit losses to estimate credit losses on certain types of financial instruments, including trade receivables, which may result in the earlier recognition of allowance for losses. ASU 2016-13 is effective beginning January 1, 2023 and early adoption is permitted. The adoption of ASU 2016-13 is not expected to have any impact on the Company’s consolidated financial statement presentation or disclosures. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”). ASU 2019-12 simplifies the accounting for income taxes by removing certain exceptions and enhances and simplifies various aspects of the income tax accounting guidance in ASC 740. The Company adopted ASU 2019-12 effective January 1, 2021. The adoption of ASU 2019-12 did not have any impact on the Company’s consolidated financial statement presentation or disclosures. 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): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”). ASU 2020-06 simplifies the accounting for convertible debt by eliminating the beneficial conversion and cash conversion accounting models. Upon adoption of ASU 2020-06, convertible debt proceeds, unless issued with a substantial premium or an embedded conversion feature that is not clearly and closely related to the host contract, will no longer be allocated between debt and equity components. This modification will reduce the issue discount and result in less non-cash interest expense in financial statements. ASU 2020-06 also updates the earnings per share calculation and requires entities to assume share settlement when the convertible debt can be settled in cash or shares. For contracts in an entity’s own equity, the type of contracts primarily affected by ASU 2020-06 are freestanding and embedded features that are accounted for as derivatives under the current guidance due to a failure to meet the settlement assessment by removing the requirements to (i) consider whether the contract would be settled in registered shares, (ii) consider whether collateral is required to be posted, and (iii) assess shareholder rights. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, and only if adopted as of the beginning of such fiscal year. The Company adopted ASU 2020-06 effective January 1, 2021. The adoption of ASU 2020-06 did not have any impact on the Company’s consolidated financial statement presentation or disclosures. In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt — Modifications and Extinguishments (Subtopic 470-50), Compensation — Stock Compensation (Topic 718), and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options (“ASU 2021-04”). ASU 2021-04 provides guidance as to how an issuer should account for a modification of the terms or conditions or an exchange of a freestanding equity-classified written call option (i.e., a warrant) that remains classified after modification or exchange as an exchange of the original instrument for a new instrument. An issuer should measure the effect of a modification or exchange as the difference between the fair value of the modified or exchanged warrant and the fair value of that warrant immediately before modification or exchange and then apply a recognition model that comprises four categories of transactions and the corresponding accounting treatment for each category (equity issuance, debt origination, debt modification, and modifications unrelated to equity issuance and debt origination or modification). ASU 2021-04 is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. An entity should apply the guidance provided in ASU 2021-04 prospectively to modifications or exchanges occurring on or after the effective date. Early adoption is permitted, including adoption in an interim period. If an entity elects to early adopt ASU 2021-04 in an interim period, the guidance should be applied as of the beginning of the fiscal year that includes that interim period. The adoption of ASU 2021-04 is not expected to have any impact on the Company’s consolidated financial statement presentation or disclosures. In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805) – Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (“ASU 2021-08”). ASU 2021-08 requires that an entity recognize and measure contract assets and contract liabilities acquired in a business combination as if it had originated the contracts. This is a shift from existing guidance, which required the acquirer to recognize contract assets and contract liabilities at their fair value as of the acquisition date. ASU 2021-08 is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. An entity should apply the guidance provided by ASU 2021-08 prospectively to business combinations occurring on or after January 1, 2023. Early adoption of ASU 2021-08 is permitted, including adoption in an interim period. An entity that early adopts the guidance in an interim period should apply the amendments (1) retrospectively to all business combinations for which the acquisition date occurs on or after the beginning of the fiscal year that includes the interim period of early application and (2) prospectively to all business combinations that occur on or after the date of initial application. The adoption of ASU 2021-08 is not expected to have any impact on the Company’s consolidated financial statement presentation or disclosure. Management does not believe that any other recently issued, but not yet effective, authoritative guidance, if currently adopted, would have a material impact on the Company’s financial statement presentation or disclosures. |
Acquisitions and Dispositions
Acquisitions and Dispositions | 12 Months Ended |
Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisitions and Dispositions | 3. Acquisitions and Dispositions Restaurant.com, Inc. Transaction On March 1, 2020, the Company completed an asset purchase agreement with Restaurant.com, Inc., an unrelated Delaware corporation, which was an entity engaged in the business of online marketing for participating restaurants throughout the United States. The Company acquired certain tangible and intangible assets of Restaurant.com, Inc. and agreed to pay $439,724 in cash within 90 days of the date of the asset purchase agreement. The Company also issued an unsecured three-year promissory note for $1,500,000 bearing interest at 6% per annum, convertible at the option of the Company into common shares at a price to be determined on the date of conversion, and issued 363,889 shares of the Company’s common stock valued at $1.33 per share, reflecting an aggregate fair value of $483,972. The total purchase consideration was $2,423,696. The Company accounted for the transaction as a business combination using the purchase method of accounting, which requires recognition and measurement of all identifiable assets acquired and liabilities assumed at their fair value as of the date control is obtained. The Company determined the fair value of assets acquired and liabilities assumed based upon its best estimates of the acquisition-date fair value of assets acquired and liabilities assumed in the acquisition. Goodwill represents the excess of the purchase price over the fair value of the net tangible and identifiable intangible assets acquired. The key factors that contributed to the recognition of goodwill from Restaurant.com, Inc. transaction consisted of the opportunity to consolidate and complement existing content operations, trained workforce, proprietary software and operating platform, and the opportunity to generate future synergies with the Company’s existing business. Goodwill is not being amortized but will be tested annually for impairment at fiscal year-end. The allocation of the purchase price was completed on December 31, 2020 through the assistance of a valuation specialist. The following table summarizes the assets acquired, liabilities assumed and purchase price allocation: Fair Value Consideration paid: Cash obligation $ 439,724 Note payable 1,500,000 Common stock (363,889 shares of common stock valued at $1.33 per share) 483,972 Total consideration paid $ 2,423,696 Purchase price allocation Acquired assets $ 509,666 Goodwill 334,000 Intangible assets 1,580,030 Total purchase price $ 2,423,696 The Company estimated that the recorded intangible assets, excluding brand name (which is considered an indefinite life asset), totaled $1,440,000, and have a two-year estimated life and are subject to amortization. The following table summarizes the intangible assets acquired, as of December 31, 2020, all of which were fully amortized and/or written-off as impaired as of December 31, 2021. Assigned Life December 31, Customer relationships 24 months $ 590,000 Restaurant relationships 24 months 470,000 Developed technology 24 months 380,000 Brand name Indefinite 140,030 1,580,030 Accumulated amortization (720,000 ) Intangible assets, net $ 860,030 During the years ended December 31, 2021 and 2020, the Company recorded amortization expense of $624,000 and $720,000, respectively. There is no amortization to be recorded in future periods. As of December 31, 2021, management determined there was an of impairment of its intangible assets and charged its operations $570,030 for the write off of intangible assets. The following unaudited information for the year ended December 31, 2020 reflects the Company’s pro forma consolidated results of operations after giving effect to the Restaurant.com, Inc. transaction on March 1, 2020, as if it had occurred on January 1, 2020, based on the historical financial statements of the Company and Restaurant.com, Inc.: Revenues $ 4,081,000 Net loss $ (3,328,000 ) Net loss per share - basic and diluted $ (0.53 ) Weighted average common shares outstanding – basic and diluted 6,243,695 Acquisition and Disposition of SkyAuctions Inc. On November 12, 2018, the Company entered into a merger transaction with SkyAuctions Inc. (“SkyAuctions”) pursuant to which all of the shareholders of SkyAuctions exchanged their shares of common stock of SkyAuctions for 1,102,422 shares of the Company’s common stock and a three-year secured promissory note for $2,500,000 with interest at 3% per annum. Based upon the operations of SkyAuctions, as well as a number of factors, including the condition of the industry in which it operates, management concluded that it was not possible to determine reasonable and objectively supportable projections and estimates to complete and finalize the purchase price allocation associated with the SkyAuctions acquisition. Additionally, management concluded that as of December 31, 2019, it was no longer possible to determine a reasonable and objectively supportable fair value for the goodwill and identifiable intangible assets associated with the SkyAuctions acquisition. On July 1, 2020, the Company relinquished control of SkyAuctions to Michael Hering and entered into a Consent and Agreement to Stock Sale Agreement and Mutual Release Agreement, a Sales Marketing Agreement and a Consulting Agreement with each of Michael Hering and Salvatore Esposito, the founders of SkyAuctions Inc. Under the terms of the Stock Sale Agreement, (i) the Company sold the 1,000 issued and outstanding shares of common stock of SkyAuctions, which the Company owned, to Sky Auction Acquisition, LLC., a company controlled by Michael Hering, (ii) converted the past due principal amount of the promissory note issued to SkyAuctions in connection with its acquisition on November 12, 2018 of $2,500,000, net of the unamortized debt discount of $232,540, into 333,333 shares of the Company’s common stock with a fair value of $333,333 (including 273,343 common shares issuable at December 31, 2021 and 2020) at a price of $1.00 per share; and (iii) the accrued and unpaid interest totaling $179,483 under the $2,500,000 promissory note was forgiven. The aforementioned transactions resulted in the settlement of the outstanding debt aggregating $2,446,943. In addition, under the terms of the Stock Sale Agreement, the Merger Agreement and Guaranty and Security Agreement were cancelled, Michael Hering relinquished his observation rights to attend meetings of the Company’s Board of Directors and Mr. Hering and Mr. Esposito resigned as officers of the Company. During the year ended December 31, 2020, SkyAuctions had a nominal operating loss. On July 1, 2020, as a result of the disposition of the SkyAuctions, the Company recorded a gain of $2,895,283 to account for the gain on extinguishment of the promissory note payable and accrued interest of $2,446,943, extinguishment of the liabilities of $1,046,845, reduced by disposal of assets of $265,172, and the issuance of 333,333 shares of common stock with a fair value of $333,333. |
Deposit to Credit Card Processo
Deposit to Credit Card Processor | 12 Months Ended |
Dec. 31, 2021 | |
Statistical Disclosure for Banks [Abstract] | |
Deposit to Credit Card Processor | 4. Deposit with Credit Card Processor The Company utilizes a third-party processor to serve as an end-to-end processor of credit and debit card and automated clearing house (“ACH”) payment transactions that focuses on processing omni-channel (internet, mobile, and point-of-sale) transactions and recurring billings for traditional retailers, government and utility, and service providers. The Company was required to place a security deposit in order to secure the third-party services. The security deposit does not bear interest and is refundable upon termination of the agreement. The outstanding security deposit was $87,237 as of December 31, 2021 and 2020. |
Right-Of-Use Assets and Operati
Right-Of-Use Assets and Operating Lease Liabilities | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Right-Of-Use Assets and Operating Lease Liabilities | 5. Right-of-Use Assets and Operating Lease Liabilities The Company leases certain corporate office spaces under an operating lease agreement. Lease assets are presented as operating lease right-of-use assets and the related liabilities are presented as lease liabilities in the Company’s consolidated balance sheets. Operating lease right-of-use (“ROU”) assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. ROU assets represent the Company’s right to use an underlying asset for the lease term, and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Generally, the implicit rate of interest in lease arrangements is not readily determinable and the Company utilizes its incremental borrowing rate in determining the present value of lease payments. The Company’s incremental borrowing rate is a hypothetical rate based on its understanding of what its credit rating would be. The operating lease ROU asset includes any lease payments made and excludes lease incentives. In September 2020, Restaurant.com signed a lease for its office located in Arlington Heights, Illinois. The lease has a term of 36 months and an average base rent of approximately $7,600 per month. The Company recorded a right-of-use asset and lease liability of $257,909 based upon the present value of all lease payments and a corresponding lease liability of $257,909. Right-of-use asset activity consisted of the following during the years ended December 31, 2021 and 2020: Years Ended December 31, 2021 2020 Balance, beginning of period $ 332,615 $ 136,750 Additions - 257,909 Amortization (112,876 ) (62,044 ) Balance, end of period $ 219,739 $ 332,615 Liabilities under operating lease obligations activity consisted of the following during the years ended December 31, 2021 and 2020: Years Ended December 31, 2021 2020 Balance, beginning of period $ 322,951 $ 106,839 Additions - 257,909 Lease payments (100,855 ) (41,797 ) Balance, end of period 222,096 322,951 Less current portion (110,499 ) (100,856 ) Non-current portion $ 111,597 $ 222,095 Maturities of the Company’s operating lease liabilities are as follows as of December 31, 2021: Year Ending December 31: 2022 $ 110,499 2023 89,000 2024 24,000 2025 - Total lease payments 223,499 Less: Imputed interest (1,403 ) Total operating lease liability $ 222,096 |
Convertible Debt Assumed in 201
Convertible Debt Assumed in 2018 Acquisition | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Convertible Debt Assumed in 2018 Acquisition | 6. Convertible Debt Assumed in 2018 Acquisition On November 5, 2018, the Company completed a merger agreement dated October 23, 2018 with Incumaker, Inc., whereby all of the shareholders of the Company exchanged their shares of common stock in exchange for shares of Incumaker, Inc. common stock. The merger was treated as a reverse merger and recapitalization of the Company for financial accounting purposes. In conjunction with the merger agreement with Incumaker, Inc., the Company assumed certain outstanding convertible notes payable. The notes payable had interest rates ranging from 8% to 22% per annum and were convertible by the holder at the lesser of $0.07 per share or 70% of the lowest trading price of the Company’s common stock in the 5 days immediately prior to conversion. These conversion terms generated a derivative liability that was extinguished as described in Note 11. As of December 31, 2019, the outstanding principal balance of these convertible notes payable totaled $224,820 and related accrued interest payable was $54,547. On May 29, 2020, notes payable with a principal balance of $184,820 and accrued interest payable of $79,376, or a total of $264,196, were converted into 1,528,107 shares of the Company’s common stock. As the common shares issued had a fair market value of $1,827,066, which was in excess of the principal balance and accrued interest payable converted, the Company recorded the difference of $1,562,870 as a loss on extinguishment of debt in the consolidated statements of operations. At December 31, 2021 and 2020, the remaining convertible debt assumed in the transaction had a principal balance outstanding of $20,000, and accrued interest payable of $11,537 and $11,137, respectively. During the years ended December 31, 2021 and 2020, related interest expense was $400 and $3,000, respectively. As of December 31, 2021, convertible debt assumed in the transaction, including accrued interest payable, was convertible into 19,286 shares of the Company’s common stock. |
Convertible Notes Payable
Convertible Notes Payable | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Convertible Notes Payable | 7. Convertible Notes Payable During the year ended December 31, 2019, the Company issued unsecured convertible notes payable as part of its financing activities. The notes payable had interest rates ranging from 8% to 10% per annum, maturity dates of one year after issuance, and were convertible into shares of common stock at a conversion price of $1.00 per share. As of December 31, 2019, the outstanding balances of these notes payable totaled $2,135,203 and related accrued interest payable was $314,136. During the year ended December 31, 2020, convertible notes payable totaling $549,734 were paid in cash. In addition, certain noteholders converted outstanding notes payable aggregating $1,915,103, consisting of principal balances of $1,307,000 and related accrued interest payable of $608,103, into a total of 1,915,537 shares of common stock with a fair value of $2,223,962. The Company followed the general extinguishment model to record the conversion and settlement of the debt, which resulted in a loss on extinguishment of debt of $308,859 in order to account the difference between the total debt converted and fair value of the common shares issued. Th During the year ended December 31, 2021, the Company paid the remaining principal balance of convertible notes payable of $400,000. As a result, as of December 31, 2021, there was no outstanding balance owing on the convertible notes payable. |
Bridge Notes Payable
Bridge Notes Payable | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Bridge Notes Payable | 8. Bridge Notes Payable May 2018 Bridge Note On November 17, 2020, the Company entered into a Settlement Agreement regarding its May 2018 Bridge Note of $250,000 pursuant to which the Company increased the principal balance by $43,147 to account for penalty interest on an outstanding bridge note payable, and also agreed to pay a total of $65,000 on execution of the Settlement Agreement, and $25,000 by December 15, 2020, January 15, 2021, February 15, 2021 and March 15, 2021, and then any remaining balance by March 31, 2021. During November and December 2020, the Company made principal payments aggregating $90,000, resulting in a balance payable of $203,147 at December 31, 2020. During the year ended December 31, 2021, the Company made the remaining principal payments of $203,147. January 2019 Bridge Note On January 18, 2019, the Company borrowed $100,000 pursuant to an unsecured promissory note, with interest at 6% per annum. The note matured and became due and payable on January 18, 2020. On April 29, 2021, the Company issued 3,000 shares of its common stock valued at $7,500 to the noteholder as an extension fee. At December 31, 2020, the accrued interest payable was $25,624. During the years ended December 31, 2021 and 2020, interest expense was $11,835 and $10,740, respectively. During the year ended December 31, 2021, the Company repaid the principal balance of $100,000 and all accrued interest payable. |
Note Payable Issued in Restaura
Note Payable Issued in Restaurant.com, Inc. Transaction | 12 Months Ended |
Dec. 31, 2021 | |
Notes to Financial Statements | |
Note Payable Issued in Restaurant.com, Inc. Transaction | 9. Note Payable Issued in Restaurant.com, Inc. Transaction Pursuant to the terms of the agreement with Restaurant.com, Inc. entered into on March 1, 2020, the Company executed an unsecured promissory note in the principal amount of $1,500,000 that matures on March 1, 2023. The promissory note bears interest at a rate of 6% per annum and is convertible at the option of the Company into common shares at a price to be determined on the date of conversion. At December 31, 2021 and 2020, the note payable had a principal balance outstanding of $1,500,000 and accrued interest payable of $162,300 and $73,973, respectively. During the years ended December 31, 2021 and 2020, interest expense was $88,327 and $73,973, respectively. |
Government Assistance Notes Pay
Government Assistance Notes Payable | 12 Months Ended |
Dec. 31, 2021 | |
Notes to Financial Statements | |
Government Assistance Notes Payable | 10. Government Assistance Notes Payable Government assistance notes payable consisted of the following at December 31, 2021 and 2020: December 31, 2021 December 31, 2020 Paycheck Protection Loan (1 st $ - $ 642,200 Paycheck Protection Loan (2 nd 1,025,535 - Economic Injury/Disaster Loan (uBid) 150,000 150,000 Economic Injury/Disaster Loan (Restaurant.com) 500,000 150,000 Total principal balance 1,675,535 942,200 Accrued interest 25,321 9,942 Total principal and accrued interest 1,700,856 952,142 Less current portion (11,115 ) - Non-current portion $ 1,689,741 $ 952,142 Paycheck Protection Note Payable (1 st On April 16, 2020, the Company received loan proceeds in the amount of $642,200 pursuant to the Paycheck Protection Program under the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”), which was enacted on March 27, 2020. The note payable was scheduled to mature in April 2022, bore interest at the rate of 1% per annum, and is subject to the terms and conditions applicable to loans administered by the Small Business Administration (“SBA”) under the CARES Act. The loan and accrued interest payable are forgivable provided the Company uses the loan proceeds for eligible purposes, including payroll, benefits, rent and utilities, and maintains its payroll levels. On April 11, 2021, the Company’s application for the forgiveness of the Paycheck Protection Loan (1 st Paycheck Protection Note Payable (2nd Draw) On March 22, 2021, the Company received loan proceeds of $1,025,535 pursuant to the Paycheck Protection Program (2 nd Economic Injury /Disaster Note Payable (Restaurant.com) On June 17, 2020, Restaurant.com received $150,000 of proceeds applicable to loans administered by the SBA as disaster loan assistance under the Covid-19 Economic Injury/Disaster Loan Program. On July 14, 2021, the Company received an additional $350,000 of proceeds pursuant to the loan. The loan bears interest at 3.75% per annum, with a combined repayment of principal and interest of $2,521 per month beginning 12 months from the date of the promissory note over a period of 30 years. The Company also received an advance of $10,000 from the SBA. Although the SBA refers to this amount as an advance, it was written into law as a grant and as such the amount received through this program as an advance does not need to be repaid. Accordingly, the Company credited other income for the $10,000 advance during the year ended December 31, 2020. Economic Injury /Disaster Note Payable (uBid) On July 21, 2020, RDE (formerly known as uBid Holdings, Inc.) received $150,000 of proceeds applicable to loans administered by the SBA as disaster loan assistance under the Covid-19 Economic Injury/Disaster Loan Program. The loan bears interest at 3.75% per annum, with a combined repayment of principal and interest of $731 per month beginning 12 months from the date of the promissory note over a period of 30 years. At December 31, 2021 and 2020, the government assistance notes payable had accrued interest payable of $25,321 and $9,942, respectively. During the years ended December 31, 2021 and 2020, interest expense was $27,370 and $9,942, respectively. |
Derivative Liability
Derivative Liability | 12 Months Ended |
Dec. 31, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Liability | 11. Derivative Liability During the year ended December 31, 2020, the Company recorded a gain of $1,164,802 upon the extinguishment of a derivative liability as a result of the conversion of certain convertible notes (see Note 6) and cancellation of warrants, leaving no remaining derivative liability at December 31, 2021 or 2020. |
Accrued Officers Compensation
Accrued Officers Compensation | 12 Months Ended |
Dec. 31, 2021 | |
Retirement Benefits [Abstract] | |
Accrued Officers Compensation | 12. Accrued Officers Compensation The Company executed an employment agreement in July 2013 with Ketan Thakker, its Chief Executive Office. This agreement provides Mr. Thakker with a salary of $200,000 per year. Total accrued compensation owed to Mr. Thakker was $0 and $78,000 at December 31, 2021 and 2020, respectively. During the year ended December 31, 2020, the Company issued 936,500 common shares with a fair value of $655,450 to Mr. Thakker as payment for accrued compensation of $655,450. |
Stockholders' Deficiency
Stockholders' Deficiency | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Stockholders' Deficiency | 13. Stockholders’ Deficiency Preferred Stock The Company is authorized to issue a total of 10,000,000 shares of preferred stock, par value $0.001 per share. As of December 31, 2021 and 2020, there were no shares of preferred stock issued and outstanding. Common Stock The Company is authorized to issue a total of 750,000,000 shares of common stock, par value $0.001 per share. As of December 31, 2021 and 2020, the Company had 12,879,428 shares and 11,217,234 shares, respectively, of common stock issued, issuable and outstanding. Common Stock Transactions Issuance of Common Stock in Public Offering During the year ended December 31, 2021, the Company received proceeds of $1,958,466, net of offering costs of $21,686, from the sale of 805,346 shares of common stock at an average price of $2.46 per share. During the year ended December 31, 2020, the Company received proceeds of $150,000 from the sale of 50,000 shares of common stock at an average price of $3.00 per share. Issuance of Common Stock in Private Placement During the year ended December 31, 2020, the Company received proceeds of $1,102,700 from the sale of 1,102,700 shares of common stock at an average price of $1.00 per share. Issuance of Common Stock for Note Payable Extension On April 29, 2021, the Company issued 3,000 shares of common stock valued at $7,500 to a noteholder as an extension fee. Issuance of Common Stock for Services During the year ended December 31, 2021, the Company issued 845,758 shares of common stock with an aggregate fair value of $2,164,000 to consultants for services rendered. During the year December 31, 2020, the Company issued 1,087,297 shares of its common stock with an aggregate fair value of $1,013,886 to consultants for services rendered. Issuance of Common Stock in Restaurant.com, Inc. Transaction On March 1, 2020, the Company issued 363,889 shares of common stock valued at $483,972 valued at $1.33 per share as partial consideration paid in the Restaurant.com, Inc. transaction. Issuance of Common Stock for Settlement of Convertible Debt Assumed in Incumaker, Inc. Transaction During the year ended December 31, 2020, the Company issued 1,528,107 shares of its common stock upon conversion of convertible notes payable assumed in the Incumaker, Inc. transaction, and accrued interest payable, of $1,827,066. Issuance of Common Stock for Settlement of Convertible Notes During the year ended December 31, 2020, the Company issued 1,805,539 shares of common stock upon conversion of convertible notes payable, and accrued interest payable, of $2,203,159. Issuance of Common Stock for Legal Settlement During the year ended December 31, 2021, the Company issued 8,000 shares of common stock with an aggregate fair value of $9,000 in a legal settlement. Issuance of Common Stock to Directors and Employees During the year ended December 31, 2020, the Company issued 1,340,000 shares of common stock with an aggregate fair value of. $1,195,800 to members of the Company’s Board of Directors and employees for services rendered. During the year ended December 31, 2020, the Company issued 936,500 common shares with an aggregate fair value of $936,500 as payment for accrued payroll. Common Stock Warrants A summary of common stock warrant activity for the years ended December 31, 2021 and 2020 is presented below. Number of Shares Weighted Average Exercise Price Warrants outstanding at December 31, 2019 201,000 $ 7.50 Issued - - Exercised - - Expired (147,000 ) 8.64 Warrants outstanding at December 31, 2020 54,000 8.07 Issued - - Exercised - - Expired (33,333 ) 7.50 Warrants outstanding at December 31, 2021 20,667 $ 9.00 The weighted average remaining contractual life of common stock warrants outstanding and exercisable at December 31, 2021 was 0.71 years. At December 31, 2021, all outstanding warrants are exercisable at $9.00 per common share. Based on a fair market value of $0.60 per share on December 31, 2021, there was no intrinsic value attributed to exercisable but unexercised common stock warrants at December 31, 2021. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation | 14. Stock-Based Compensation The Company issues common stock and stock options as incentive compensation to directors and as compensation for the services of employees, contractors and consultants of the Company. The fair value of a stock option award is calculated on the grant date using the Black-Scholes option-pricing model. The risk-free interest rate is based on the U.S. Treasury yield curve in effect as of the grant date. The expected dividend yield assumption is based on the Company’s expectation of dividend payouts and is assumed to be zero. The expected volatility is based on the historical volatility of the Company’s common stock, calculated utilizing a look-back period approximately equal to the contractual life of the stock option being granted. The expected life of the stock option is calculated as the mid-point between the vesting period and the contractual term (the “simplified method”). The fair market value of the common stock is determined by reference to the quoted market price of the common stock on the grant date. For stock options requiring an assessment of value during the year ended December 31, 2021, the fair value of each stock option award was estimated using the Black-Scholes option-pricing model with the following assumptions: Risk-free interest rate 0.89 % Expected dividend yield 0 % Expected volatility 309.92 % to 366.13 % Expected life 3 to 5 years For stock options requiring an assessment of value during the year ended December 31, 2020, the fair value of each stock option award was estimated using the Black-Scholes option-pricing model with the following assumptions: Risk-free interest rate 0.12 % Expected dividend yield 0 % Expected volatility 2933 % Expected life 1.5 years On January 27, 2021, the Company, the Company entered into an Advisory Agreement for consultation and advice with respect to procuring restaurants/chefs for the Restaurant.com business platform and other services and product deals. In connection with the agreement, the Company granted fully-vested stock options to purchase 100,000 shares of the Company’s common stock, exercisable for a period of three years from the date of grant at $3.50 per share. The fair value of these stock options, as calculated pursuant to the Black-Scholes option-pricing model, was determined to be $287,883 ($2.88 per share), which was charged to operations on that date. On March 15, 2021, the Company entered into an Advisory Agreement for service on the Company’s Advisor Board for a term of approximately two years. In connection with the agreement, the Company granted stock options to purchase 50,000 shares of the Company’s common stock, vesting 25,000 shares on the grant date and 25,000 shares on June 15, 2021, exercisable for a period of five years from the date of grant at $2.50 per share. The fair value of these stock options, as calculated pursuant to the Black-Scholes option-pricing model, was determined to be $149,994 ($3.00 per share), of which $74,997 was attributable to the stock options fully-vested on March 21, 2021 and was therefore charged to operations on that date. The remaining unvested portion of the fair value of the stock options was charged to operations ratably from March 16, 2021 through June 15, 2021. During the year ended December 31, 2021, the Company recorded a charge to operations of $149,994, with respect to these stock options. A summary of stock option activity for the years ended December 31, 2021 and 2020 is presented below: Weighted Number Average of Exercise Options Price Stock options outstanding at December 31, 2019 5,116 363.17 Granted 32,000 1.05 Exercised - - Expired or forfeited - - Stock options outstanding at December 31, 2020 37,116 50.93 Granted 150,000 2.83 Exercised - - Expired or forfeited - - Stock options outstanding at December 30, 2021 187,116 $ 12.38 Stock options exercisable at December 31, 2021 187,116 $ 12.38 The weighted average remaining contractual life of common stock options outstanding and exercisable at December 31, 2021 was 2.66 years. The exercise prices of common stock options outstanding and exercisable at December 31, 2021 are as follows: Exercise Prices Options Outstanding (Shares) Options Exercisable (Shares) $ 1.05 32,000 32,000 $ 2.50 50,000 50,000 $ 3.00 100,000 100,000 $ 363.17 5,116 5,116 187,116 187,116 Based on a fair market value of $0.60 per share on December 31, 2021, there was no intrinsic value attributed to exercisable but unexercised common stock warrants at December 31, 2021. The Company expects to satisfy such stock obligations through the issuance of authorized but unissued shares of common stock. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 15. Commitments and Contingencies Legal Proceedings From time to time the Company may be named in claims arising in the ordinary course of business. Currently, there are no such legal proceeding that are pending against the Company or that involve the Company that, in the opinion of management, could reasonably be expected to have a material adverse effect on the Company’s business or financial condition, other than the following. On April 17, 2019, a lawsuit was filed by Dupree Productions, LLC against uBid Holdings, Inc. and Ketan Thakker (Case No. L2019000436) in the Circuit Court of DuPage County, Illinois, alleging that a Partial Equity Payment Agreement dated August 1, 2016, which was intended to compensate services in the amount of $60,000 in return for shares of uBid common stock, was inadequate to compensate for the alleged higher value of advertising and endorsement services of approximately $195,000. The case was dismissed on the basis that there was a binding arbitration clause in the Partial Equity Payment Agreement and is now in arbitration in Chicago, Illinois. On February 3, 2021, the arbitrator awarded DuPree Productions $195,000, including $24,000 in attorneys’ fees, which is included in accrued expenses in the consolidated balance sheets as of December 31, 2021 and 2020. The Company has filed an appeal of the arbitrator’s award. On January 28, 2022, a final settlement of $150,000 was reached, which is scheduled to be paid on April 28, 2022. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 16. Income Taxes Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets as of December 31, 2021 and 2020 are summarized below. December 31, 2021 2020 Net operating loss carryforwards $ 10,483,000 $ 8,960,000 Valuation allowance (10,483,000 ) (8,960,000 ) Net deferred tax assets $ — $ — In assessing the potential realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the Company attaining future taxable income during the periods in which those temporary differences become deductible. As of December 31, 2021 and 2020, management was unable to determine if it is more likely than not that the Company’s deferred tax assets will be realized and has therefore recorded an appropriate valuation allowance against deferred tax assets at such dates. No federal tax provision has been provided for the years ended December 31, 2021 and 2020 due to the losses incurred during such periods. The reconciliation below presents the difference between the income tax rate computed by applying the U.S. federal statutory rate and the effective tax rate for the years ended December 31, 2021 and 2020. Years Ended December 31, 2021 2020 U. S. federal statutory tax rate (21.0 )% (21.0 )% State income taxes, net of federal tax benefit (6.0 )% (6.0 )% Tax-exempt Paycheck Protection Loan forgiveness (2.7 )% — Change in valuation allowance 29.7 % 27.0 % Effective tax rate 0.0 % 0.0 % At December 31, 2021, the Company has available net operating loss carryforwards for federal and state income tax purposes of approximately $38,000,000. federal net operating losses, if not utilized earlier, will begin to expire in the year ending December 31, 2030, subject to Internal Revenue Service limitations, including change in ownership regulations. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | 17. Subsequent Events The Company performed an evaluation of subsequent events through the date of filing of these consolidated financial statements and determined that there were no material subsequent events which affected, or could affect, the amounts or disclosures in the consolidated financial statements other than the following: On January 31, 2022, the Company, through its newly formed Delaware subsidiary, GameIQ Acquisition Corp., Inc., entered into an Agreement and Plan of Merger (the “Merger Agreement”) with GameIQ, a California corporation, that is a developer of consumer gamification technologies for retail businesses. Under the terms of the Merger Agreement, the Company agreed to issue 600,000 restricted shares of its common stock with a fair value of $300,000 and issued promissory notes to Balazs Wellisch, President and co-founder, and Quentin Blackford, Director, of GameIQ, in the principal amounts of $78,813 and $62,101, respectively, bearing interest at 1% per annum, to repay loans by Mr. Wellisch and Mr. Blackford to GameIQ. Each note requires repayment in six equal biannual installments, with the first installment due on the six-month anniversary of the Closing Date as that term is defined in the Merger Agreement. Following the merger, GameIQ shall merge with and into the Company. In addition, Balazs Wellisch will become Chief Technology Officer of Restaurant.com, a subsidiary of the Company. The Merger Agreement closed on February 28, 2022. The closing price of the Company’s common stock was $0.50 per share on both January 31, 2022 and February 28, 2022. The Company will account for the acquisition as a business combination in accordance with ASC 805, Business Combinations. The Company has also determined that the acquisition does not qualify as significant acquisition under the guidance of SEC S-X Rules 3-05 and 1-02. On March 22, 2021, the Company received loan proceeds of $1,025,535 pursuant to the Paycheck Protection Program (2 nd On February 28, 2022, the Company approved 321,433 shares of common stock to be issued to employees and the Board of Directors with an average price per share of $0.50 and fair value of the grant to be $161,717. The Company also approved 461,000 stock options to be issued to employees with an average exercise price of $1.25 and fair value of the grant to be $243,000. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements of the Company have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) and include the financial statements of the Company’s wholly-owned operating subsidiary. Intercompany balances and transactions have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Some of those judgments can be subjective and complex, and therefore, actual results could differ materially from those estimates under different assumptions or conditions. Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable in relation to the financial statements taken as a whole under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Management regularly evaluates the key factors and assumptions used to develop the estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such evaluations, if deemed appropriate, those estimates are adjusted accordingly. Actual results could differ from those estimates. Significant estimates include those related to assumptions used in accruals for potential liabilities, valuing equity instruments issued for services, impairment of goodwill and finite-lived intangible assets, and the realization of deferred tax assets. |
Stock-Based Compensation | Stock-Based Compensation The Company periodically issues share-based awards to employees and non-employees and consultants for services rendered. Stock options vest and expire according to terms established at the issuance date of each grant. Stock grants are measured at the grant date fair value. Stock-based compensation cost is measured at fair value on the grant date and is generally recognized as a charge to operations ratably over the requisite service, or vesting, period. The Company values its equity awards using the Black-Scholes option-pricing model, and accounts for forfeitures when they occur. Use of the Black-Scholes option pricing model requires the input of subjective assumptions, including expected volatility, expected term, and a risk-free interest rate. The expected volatility is based on the historical volatility of the Company’s common stock, calculated utilizing a look-back period approximately equal to the contractual life of the stock option being granted. The expected life of the stock option is calculated as the mid-point between the vesting period and the contractual term (the “simplified method”). The risk-free interest rate is estimated using comparable published federal funds rates. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The authoritative guidance with respect to fair value established a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three levels and requires that assets and liabilities carried at fair value be classified and disclosed in one of three categories, as presented below. Disclosure as to transfers in and out of Levels 1 and 2, and activity in Level 3 fair value measurements, is also required. Fair value of a financial instrument is defined as the amount at which the instrument could be exchanged in a current transaction between willing parties. The three levels of the fair value hierarchy are as follows: Level 1 Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the entity has the ability to access. Level 2 Valuations based on quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable data for substantially the full term of the assets or liabilities. Level 3 Valuations based on inputs that are unobservable, supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The carrying value of the Company’s financial instruments (consisting of cash, accounts receivables, deposits to credit card processor, prepaid expense and other current assets, accounts payable, accrued expenses, notes payable, and other liabilities) are considered to be representative of their respective fair values due to the short-term nature of those instruments. |
Acquisitions and Business Combinations | Acquisitions and Business Combinations The Company allocates the fair value of purchase consideration to the tangible assets acquired, liabilities assumed, and separately identified intangible assets acquired based on their estimated fair values. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. Such valuations require management to make significant estimates and assumptions, especially with respect to intangible assets. Significant estimates in valuing certain intangible assets include, but are not limited to, future expected cash flows from, acquired technology, trademarks and trade names, useful lives, and discount rates. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. During the measurement period, which can be up to one year from the acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. Upon the conclusion of the measurement period, any subsequent adjustments are recorded in the consolidated statements of operations. |
Goodwill | Goodwill The Company reviews the recoverability of the carrying value of goodwill at least annually at fiscal year-end, or whenever events or circumstances indicate a potential impairment. Recoverability of goodwill is determined by comparing the fair value of Company’s reporting unit to the carrying value of the underlying net assets in the reporting units. If the fair value of a reporting unit is determined to be less than the carrying value of its net assets, goodwill is deemed impaired, and an impairment loss is recognized to the extent that the carrying value of goodwill exceeds the difference between the fair value of the reporting unit and the fair value of its other assets and liabilities. Goodwill was recorded as a result of the March 1, 2020 Restaurant.com, Inc. transaction. At December 31, 2021, management conducted an evaluation of the recoverability of the carrying value of goodwill and determined that it had been impaired, which resulted in a charge to operations of $334,000 at such date. |
Intangible Assets with Finite Useful Lives | Intangible Assets with Finite Useful Lives The Company had certain finite-lived intangible assets that were initially recorded at their fair value at the time of acquisition. These intangible assets consisted of intellectual property, customer relationships, and capitalized software development costs. Intangible assets with finite useful lives were being amortized using an accelerated method over their respective estimated useful lives. The Company review’s all finite-lived intangible assets for impairment at least annually at fiscal year-end, or whenever events or circumstances indicate that their carrying values may not be recoverable. If the carrying value of an asset group is not recoverable, the Company recognizes an impairment loss for the excess carrying value over the fair value in its consolidated statements of operations. The intangible assets were recorded as a result of the March 1, 2020 Restaurant.com, Inc. transaction. At December 31, 2021, management conducted an evaluation of the recoverability of the carrying value of finite-lived intangible assets and determined that they had been impaired, which resulted in a charge to operations of $236,030 at such date. |
Revenue Recognition | Revenue Recognition Revenue is recognized when, or as, control of a promised product transfers to a customer, in an amount that reflects the consideration to which the Company expects to be entitled in exchange for transferring those products. Revenue excludes taxes that have been assessed by governmental authorities and that are directly imposed on revenue-producing transactions between the Company and its customers, including sales and use taxes. Revenue recognition is evaluated through the following five-step process: (1) identification of the agreement with a customer; (2) identification of the performance obligations in the agreement; (3) determination of the transaction price; (4) allocation of the transaction price to the performance obligations in the agreement; and, (5) recognition of revenue when or as a performance obligation is satisfied. The Company operates online websites that sell discounted restaurant coupons, travel and vacation packages, and other merchandise across a wide range of product categories, including, but not limited to, computer products, consumer electronics, apparel, housewares, watches, jewelry, travel, sporting goods, automobiles, home improvement products, and collectibles. In addition, the Company also generates revenues based upon the number of times a third-party website(s) or products(s) are accessed or viewed by consumers from the Company’s website or platform. Sale of Restaurant Coupons The Company derives its revenue from transactions in which it sells discount certificates for restaurants on behalf of third-party restaurants. Approximately 9 to 13 days each month the Company emails its customers offers for restaurant discounts based on location and personal preferences. Consumers also access deals offered by the Company directly through the Company’s websites and mobile applications. A typical restaurant discount deal might offer a $25 discount that can be used toward a $50 purchase at a restaurant. The Company recognizes revenue on a gross basis upon sale and collection of the restaurant coupons from customers. The Company has no further commitment or obligation to third-party restaurants or the coupon purchasers upon the sale of restaurant coupons and no amounts are due to the third-party restaurants for these sales. Sale of restaurant coupons are generally non-refundable. On an infrequent case-by-case basis, the Company will accept customer’s request to transfer a restaurant coupon from one third-party restaurant to another (for example, upon the closure of a restaurant). Sale of Travel, Vacation and Merchandise The Company also derives revenue from transactions in which it sells complementary entertainment and travel offerings and consumer products on behalf of third-party merchants. Additional deals include discounted pricing at theaters, movies or other merchants. Customers purchase restaurant deals from the Company and redeem them with the Company’s merchant partners. Approximately 9 to 13 days each month the Company emails its customers offers for discounted experiences and products based on location and personal preferences. Consumers also access the Company’s deals directly through the Company’s websites and mobile applications. Those discounted experiences and products generally involve a customer’s purchase of a voucher through one of the Company’s websites that can be redeemed with a third-party merchant for services or goods (or for discounts on services and goods). Revenue from those transactions is reported on a net basis and equals the purchase price received from the customer for the voucher less an agreed upon portion of the purchase price paid by the Company to its partners. Advertising Revenues The Company also has agreements with selected third-party partners, such as Google Ads, wherein third-party website(s) and/or product(s) are shown or incorporated in the Company’s platform or website. The Company generates revenues based upon the number of times the third-party website(s) or product(s) are accessed or viewed by consumers from the Company’s platform or website. Revenue is recognized when its determinable, which is generally upon receipt of a statement and/or proceeds from the third-party partners. For the years ended December 31, 2021 and 2020, disaggregated revenue by the Company’s divisions and type of revenue is presented below. Sales Channels Restaurant Coupons Sale of Travel, Vacation and Merchandise Advertising Total Year Ended December 31, 2021 Business to consumer (B2C) $ 867,465 $ 375,261 $ 182,503 $ 1,425,229 Business to business (B2B) 1,861,795 - - 1,861,795 Other 36,485 - - 36,485 Total $ 2,765,745 $ 375,261 $ 182,503 $ 3,323,509 Year Ended December 31, 2020 Business to consumer (B2C) $ 963,171 $ 364,549 $ 141,441 $ 1,469,161 Business to business (B2B) 1,174,321 - - 1,174,321 Other 1,074 - - 1,074 Total $ 2,138,566 $ 364,549 $ 141,441 $ 2,644,556 |
Costs of Revenues | Costs of Revenues Costs of revenues represents the costs incurred to generate Restaurant.com revenues and consists primarily of transaction fees and costs. |
Advertising Costs | Advertising Costs The Company has marketing relationship agreements with various online companies such as portal networks, contextual sites, search engines and affiliate partners. Advertising costs are generally charged to the Company monthly per vendor agreements, which typically are based on visitors and/or registrations delivered to the site or at a set fee. Agreements do not provide for guaranteed renewal and may be terminated by the Company without cause. Such advertising costs are charged to expense as incurred and included in selling, general and administrative expenses in the statements of operations. During the years ended December 31, 2021 and 2020, advertising costs were $601,941 and $565,190, respectively. |
Accounts Receivable | Accounts Receivable Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The Company maintains an allowance for doubtful accounts to reflect the Company’s best estimate of the amount of probable credit losses in its existing accounts receivable as a result of the inability of its customers to make required payments for products. Accounts with known financial issues are first reviewed and specific estimates with respect to their collectability are recorded. The remaining accounts receivable balances are then grouped into categories by the number of days the balance is past due, and the estimated loss is calculated as a percentage of the total category based upon past history. Account balances are charged off against the allowance when it is probable that the receivable will not be recovered. There was no allowance for doubtful accounts recognized as of December 31, 2021 and 2020. |
Earnings (Loss) Per Share | Earnings (Loss) Per Share Basic earnings (loss) per share is computed using the weighted average number of common shares issued and outstanding during the period. Diluted earnings (loss) per share is computed using the weighted average number of common shares and the dilutive effect of contingent shares outstanding during the period. Potentially dilutive contingent shares, which primarily consist of convertible notes and stock issuable upon the exercise of stock options and warrants, have been excluded from the calculation of diluted loss per share because their effect is anti-dilutive. Loss per common share is computed by dividing net loss by the weighted average number of shares of common stock issued and outstanding during the respective periods. Basic and diluted loss per common share was the same for all periods presented because all convertible notes and stock issuable upon the exercise of stock options and warrants outstanding were anti-dilutive. At December 31, 2021 and 2020, the Company excluded the outstanding convertible debt and securities summarized below, which entitle the holders thereof to acquire shares of common stock, from its calculation of earnings per share, as their effect would have been anti-dilutive. December 31, 2021 2020 Convertible notes payable 19,286 19,286 Common stock issuable 383,343 383,343 Common stock warrants 20,667 54,000 Common stock options 187,116 37,116 Total 610,412 493,745 The issuable and potentially issuable shares as summarized above do not include any shares that may be issuable upon the conversion of an unsecured promissory note in the principal amount of $1,500,000 that matures on March 1, 2023 (see Note 9), as such promissory note is convertible at the option of the Company into common shares at a price to be determined on the date of conversion. These potentially issuable common shares would have been anti-dilutive because the Company had a net loss for the years ended December 31, 2021 and 2020, and thus such shares would have been excluded from the calculation of net loss per share. |
Income Taxes | Income Taxes The Company accounts for income taxes under an asset and liability approach for financial accounting and reporting for income taxes. Accordingly, the Company recognizes deferred tax assets and liabilities for the expected impact of differences between the financial statements and the tax basis of assets and liabilities. The Company records a valuation allowance to reduce its deferred tax assets to the amount that is more likely than not to be realized. In the event the Company was to determine that it would be able to realize its deferred tax assets in the future in excess of its recorded amount, an adjustment to the deferred tax assets would be credited to operations in the period such determination was made. Alternatively, should the Company determine that it would not be able to realize all or part of its deferred tax assets in the future, an adjustment to the deferred tax assets would be charged to operations in the period such determination was made. As the Company’s net operating losses in the respective jurisdictions in which it operates have yet to be utilized, all previous tax years remain open to examination by the taxing authorities in which the Company currently operates. The Company had no unrecognized tax benefits as of December 31, 2021 and does not anticipate any material amount of unrecognized tax benefits within the next 12 months. The Company accounts for uncertainties in income tax law under a comprehensive model for the financial statement recognition, measurement, presentation and disclosure of uncertain tax positions taken or expected to be taken in income tax returns as prescribed by GAAP. The tax effects of a position are recognized only if it is “more-likely-than-not” to be sustained by the taxing authority as of the reporting date. If the tax position is not considered “more-likely-than-not” to be sustained, then no benefits of the position are recognized. As of December 31, 2021, the Company had not recorded any liability for uncertain tax positions. In subsequent periods, any interest and penalties related to uncertain tax positions will be recognized as a component of income tax expense. |
Cash | Cash The Company’s policy is to maintain its cash balances with financial institutions with high credit ratings and in accounts insured by the Federal Deposit Insurance Corporation (the “FDIC”). The Company may periodically have cash balances in financial institutions in excess of FDIC insurance limits of $250,000. The Company has not experienced any losses to date resulting from this practice. |
Operating Segments | Operating Segments Management has determined that the Company has one operating segment. The Company’s reporting segment reflects the manner in which its chief operating decision maker reviews results and allocates resources. The Company’s reporting segment meets the definition of an operating segment and does not include the aggregation of multiple operating segments. In reaching such a conclusion management evaluated the Company’s reporting units by first identifying its operating segments. The Company then evaluated each operating segment to determine if it includes one or more components that constitute a business. If there are components within an operating segment that meet the definition of a business, the Company evaluates those components to determine if they must be aggregated into one or more reporting units. If applicable, when determining if it is appropriate to aggregate different operating segments, the Company determines if the segments are economically similar and, if so, the operating segments are aggregated. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In June 2016, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2016-13, Credit Losses (Topic 326) – Measurement of Credit Losses on Financial Instruments (“ASC 2016-13”). ASU 2016-13 requires entities to use a forward-looking approach based on current expected credit losses to estimate credit losses on certain types of financial instruments, including trade receivables, which may result in the earlier recognition of allowance for losses. ASU 2016-13 is effective beginning January 1, 2023 and early adoption is permitted. The adoption of ASU 2016-13 is not expected to have any impact on the Company’s consolidated financial statement presentation or disclosures. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”). ASU 2019-12 simplifies the accounting for income taxes by removing certain exceptions and enhances and simplifies various aspects of the income tax accounting guidance in ASC 740. The Company adopted ASU 2019-12 effective January 1, 2021. The adoption of ASU 2019-12 did not have any impact on the Company’s consolidated financial statement presentation or disclosures. 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): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”). ASU 2020-06 simplifies the accounting for convertible debt by eliminating the beneficial conversion and cash conversion accounting models. Upon adoption of ASU 2020-06, convertible debt proceeds, unless issued with a substantial premium or an embedded conversion feature that is not clearly and closely related to the host contract, will no longer be allocated between debt and equity components. This modification will reduce the issue discount and result in less non-cash interest expense in financial statements. ASU 2020-06 also updates the earnings per share calculation and requires entities to assume share settlement when the convertible debt can be settled in cash or shares. For contracts in an entity’s own equity, the type of contracts primarily affected by ASU 2020-06 are freestanding and embedded features that are accounted for as derivatives under the current guidance due to a failure to meet the settlement assessment by removing the requirements to (i) consider whether the contract would be settled in registered shares, (ii) consider whether collateral is required to be posted, and (iii) assess shareholder rights. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, and only if adopted as of the beginning of such fiscal year. The Company adopted ASU 2020-06 effective January 1, 2021. The adoption of ASU 2020-06 did not have any impact on the Company’s consolidated financial statement presentation or disclosures. In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt — Modifications and Extinguishments (Subtopic 470-50), Compensation — Stock Compensation (Topic 718), and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options (“ASU 2021-04”). ASU 2021-04 provides guidance as to how an issuer should account for a modification of the terms or conditions or an exchange of a freestanding equity-classified written call option (i.e., a warrant) that remains classified after modification or exchange as an exchange of the original instrument for a new instrument. An issuer should measure the effect of a modification or exchange as the difference between the fair value of the modified or exchanged warrant and the fair value of that warrant immediately before modification or exchange and then apply a recognition model that comprises four categories of transactions and the corresponding accounting treatment for each category (equity issuance, debt origination, debt modification, and modifications unrelated to equity issuance and debt origination or modification). ASU 2021-04 is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. An entity should apply the guidance provided in ASU 2021-04 prospectively to modifications or exchanges occurring on or after the effective date. Early adoption is permitted, including adoption in an interim period. If an entity elects to early adopt ASU 2021-04 in an interim period, the guidance should be applied as of the beginning of the fiscal year that includes that interim period. The adoption of ASU 2021-04 is not expected to have any impact on the Company’s consolidated financial statement presentation or disclosures. In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805) – Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (“ASU 2021-08”). ASU 2021-08 requires that an entity recognize and measure contract assets and contract liabilities acquired in a business combination as if it had originated the contracts. This is a shift from existing guidance, which required the acquirer to recognize contract assets and contract liabilities at their fair value as of the acquisition date. ASU 2021-08 is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. An entity should apply the guidance provided by ASU 2021-08 prospectively to business combinations occurring on or after January 1, 2023. Early adoption of ASU 2021-08 is permitted, including adoption in an interim period. An entity that early adopts the guidance in an interim period should apply the amendments (1) retrospectively to all business combinations for which the acquisition date occurs on or after the beginning of the fiscal year that includes the interim period of early application and (2) prospectively to all business combinations that occur on or after the date of initial application. The adoption of ASU 2021-08 is not expected to have any impact on the Company’s consolidated financial statement presentation or disclosure. Management does not believe that any other recently issued, but not yet effective, authoritative guidance, if currently adopted, would have a material impact on the Company’s financial statement presentation or disclosures. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Disaggregation of Revenue | For the years ended December 31, 2021 and 2020, disaggregated revenue by the Company’s divisions and type of revenue is presented below. Sales Channels Restaurant Coupons Sale of Travel, Vacation and Merchandise Advertising Total Year Ended December 31, 2021 Business to consumer (B2C) $ 867,465 $ 375,261 $ 182,503 $ 1,425,229 Business to business (B2B) 1,861,795 - - 1,861,795 Other 36,485 - - 36,485 Total $ 2,765,745 $ 375,261 $ 182,503 $ 3,323,509 Year Ended December 31, 2020 Business to consumer (B2C) $ 963,171 $ 364,549 $ 141,441 $ 1,469,161 Business to business (B2B) 1,174,321 - - 1,174,321 Other 1,074 - - 1,074 Total $ 2,138,566 $ 364,549 $ 141,441 $ 2,644,556 |
Schedule of Anti-dilutive Securities Excluded from Computation of Earning Loss Per Share | At December 31, 2021 and 2020, the Company excluded the outstanding convertible debt and securities summarized below, which entitle the holders thereof to acquire shares of common stock, from its calculation of earnings per share, as their effect would have been anti-dilutive. December 31, 2021 2020 Convertible notes payable 19,286 19,286 Common stock issuable 383,343 383,343 Common stock warrants 20,667 54,000 Common stock options 187,116 37,116 Total 610,412 493,745 |
Acquisitions and Dispositions (
Acquisitions and Dispositions (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Fair Value of Assets Assumed and Liabilities Acquired | The allocation of the purchase price was completed on December 31, 2020 through the assistance of a valuation specialist. The following table summarizes the assets acquired, liabilities assumed and purchase price allocation: Fair Value Consideration paid: Cash obligation $ 439,724 Note payable 1,500,000 Common stock (363,889 shares of common stock valued at $1.33 per share) 483,972 Total consideration paid $ 2,423,696 Purchase price allocation Acquired assets $ 509,666 Goodwill 334,000 Intangible assets 1,580,030 Total purchase price $ 2,423,696 |
Schedule of Finite-Lived Intangible Assets | The following table summarizes the intangible assets acquired, as of December 31, 2020, all of which were fully amortized and/or written-off as impaired as of December 31, 2021. Assigned Life December 31, Customer relationships 24 months $ 590,000 Restaurant relationships 24 months 470,000 Developed technology 24 months 380,000 Brand name Indefinite 140,030 1,580,030 Accumulated amortization (720,000 ) Intangible assets, net $ 860,030 |
Schedule of Pro Forma Statements of Operations | Revenues $ 4,081,000 Net loss $ (3,328,000 ) Net loss per share - basic and diluted $ (0.53 ) Weighted average common shares outstanding – basic and diluted 6,243,695 |
Right-Of-Use Assets and Opera_2
Right-Of-Use Assets and Operating Lease Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Schedule of Right-of-use Asset Activity | Right-of-use asset activity consisted of the following during the years ended December 31, 2021 and 2020: Years Ended December 31, 2021 2020 Balance, beginning of period $ 332,615 $ 136,750 Additions - 257,909 Amortization (112,876 ) (62,044 ) Balance, end of period $ 219,739 $ 332,615 |
Schedule of Liabilities under Operating Leases Obligations | Liabilities under operating lease obligations activity consisted of the following during the years ended December 31, 2021 and 2020: Years Ended December 31, 2021 2020 Balance, beginning of period $ 322,951 $ 106,839 Additions - 257,909 Lease payments (100,855 ) (41,797 ) Balance, end of period 222,096 322,951 Less current portion (110,499 ) (100,856 ) Non-current portion $ 111,597 $ 222,095 |
Schedule of Maturities of Lease Liabilities | Maturities of the Company’s operating lease liabilities are as follows as of December 31, 2021: Year Ending December 31: 2022 $ 110,499 2023 89,000 2024 24,000 2025 - Total lease payments 223,499 Less: Imputed interest (1,403 ) Total operating lease liability $ 222,096 |
Government Assistance Notes P_2
Government Assistance Notes Payable (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Notes to Financial Statements | |
Schedule of Notes Payable | Government assistance notes payable consisted of the following at December 31, 2021 and 2020: December 31, 2021 December 31, 2020 Paycheck Protection Loan (1 st $ - $ 642,200 Paycheck Protection Loan (2 nd 1,025,535 - Economic Injury/Disaster Loan (uBid) 150,000 150,000 Economic Injury/Disaster Loan (Restaurant.com) 500,000 150,000 Total principal balance 1,675,535 942,200 Accrued interest 25,321 9,942 Total principal and accrued interest 1,700,856 952,142 Less current portion (11,115 ) - Non-current portion $ 1,689,741 $ 952,142 |
Stockholders' Deficiency (Table
Stockholders' Deficiency (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Schedule of Common Stock Warrants Activity | A summary of common stock warrant activity for the years ended December 31, 2021 and 2020 is presented below. Number of Shares Weighted Average Exercise Price Warrants outstanding at December 31, 2019 201,000 $ 7.50 Issued - - Exercised - - Expired (147,000 ) 8.64 Warrants outstanding at December 31, 2020 54,000 8.07 Issued - - Exercised - - Expired (33,333 ) 7.50 Warrants outstanding at December 31, 2021 20,667 $ 9.00 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Valuation Assumption of Stock Option | For stock options requiring an assessment of value during the year ended December 31, 2021, the fair value of each stock option award was estimated using the Black-Scholes option-pricing model with the following assumptions: Risk-free interest rate 0.89 % Expected dividend yield 0 % Expected volatility 309.92 % to 366.13 % Expected life 3 to 5 years For stock options requiring an assessment of value during the year ended December 31, 2020, the fair value of each stock option award was estimated using the Black-Scholes option-pricing model with the following assumptions: Risk-free interest rate 0.12 % Expected dividend yield 0 % Expected volatility 2933 % Expected life 1.5 years |
Summary of Stock Option Activity | A summary of stock option activity for the years ended December 31, 2021 and 2020 is presented below: Weighted Number Average of Exercise Options Price Stock options outstanding at December 31, 2019 5,116 363.17 Granted 32,000 1.05 Exercised - - Expired or forfeited - - Stock options outstanding at December 31, 2020 37,116 50.93 Granted 150,000 2.83 Exercised - - Expired or forfeited - - Stock options outstanding at December 30, 2021 187,116 $ 12.38 Stock options exercisable at December 31, 2021 187,116 $ 12.38 |
Schedule of Options Summarized by Exercise Price | The exercise prices of common stock options outstanding and exercisable at December 31, 2021 are as follows: Exercise Prices Options Outstanding (Shares) Options Exercisable (Shares) $ 1.05 32,000 32,000 $ 2.50 50,000 50,000 $ 3.00 100,000 100,000 $ 363.17 5,116 5,116 187,116 187,116 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Deferred Tax Assets and Liabilities | Significant components of the Company’s deferred tax assets as of December 31, 2021 and 2020 are summarized below. December 31, 2021 2020 Net operating loss carryforwards $ 10,483,000 $ 8,960,000 Valuation allowance (10,483,000 ) (8,960,000 ) Net deferred tax assets $ — $ — |
Schedule of Income Tax Effective Tax Rate | The reconciliation below presents the difference between the income tax rate computed by applying the U.S. federal statutory rate and the effective tax rate for the years ended December 31, 2021 and 2020. Years Ended December 31, 2021 2020 U. S. federal statutory tax rate (21.0 )% (21.0 )% State income taxes, net of federal tax benefit (6.0 )% (6.0 )% Tax-exempt Paycheck Protection Loan forgiveness (2.7 )% — Change in valuation allowance 29.7 % 27.0 % Effective tax rate 0.0 % 0.0 % |
Organization and Basis of Pre_2
Organization and Basis of Presentation (Details Narrative) - USD ($) | Nov. 12, 2018 | Dec. 31, 2021 | Dec. 31, 2020 | Jul. 01, 2020 | Dec. 31, 2019 |
Secured debt | $ 400,000 | ||||
Net loss | (4,991,223) | $ (3,775,659) | |||
Net cash used in operations | (1,260,191) | (793,334) | |||
Shareholders' deficit | (3,019,739) | (2,605,359) | $ (7,826,066) | ||
Cash on hand | 1,930,325 | $ 600,576 | |||
Working capital | $ 224,160 | ||||
Reverse stock split | 1-for-150 reverse split | ||||
SkyAuctions Inc. [Member] | |||||
Shares exchanged for common stock | 1,102,422 | ||||
Debt term | 3 years | ||||
Secured debt | $ 2,500,000 | ||||
Debt interest rate | 3.00% | ||||
SkyAuctions Inc. [Member] | Stock Sale Agreement and Mutual Release Agreement [Member] | |||||
Note payable | $ 2,500,000 | ||||
Accrued interest payable | $ 179,483 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | Mar. 02, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | May 29, 2020 |
Goodwill | $ 334,000 | |||
Finite-lived intangible assets | 236,030 | |||
Discount on sale of restaurant | 25 | |||
Purchase of restaurant | 50 | |||
Derivative liability | 1,165,000 | |||
Advertising costs | 601,941 | 565,190 | ||
Debt instrument, face amount | 1,675,535 | $ 942,200 | $ 184,820 | |
Unsecured Debt [Member] | ||||
Debt instrument, face amount | $ 1,500,000 | $ 1,500,000 | ||
Debt maturity date | Mar. 1, 2023 | Mar. 1, 2023 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Disaggregation of Revenue (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue | $ 3,323,509 | $ 2,644,556 |
Business to consumer (B2C) [Member] | ||
Revenue | 1,425,229 | 1,469,161 |
Business to Business (B2B) [Member] | ||
Revenue | 1,861,795 | 1,174,321 |
Other [Member] | ||
Revenue | 36,485 | 1,074 |
Restaurant Coupons [Member] | ||
Revenue | 2,765,745 | 2,138,566 |
Restaurant Coupons [Member] | Business to consumer (B2C) [Member] | ||
Revenue | 867,465 | 963,171 |
Restaurant Coupons [Member] | Business to Business (B2B) [Member] | ||
Revenue | 1,861,795 | 1,174,321 |
Restaurant Coupons [Member] | Other [Member] | ||
Revenue | 36,485 | 1,074 |
Sale of Travel, Vacation and Merchandise [Member] | ||
Revenue | 375,261 | 364,549 |
Sale of Travel, Vacation and Merchandise [Member] | Business to consumer (B2C) [Member] | ||
Revenue | 375,261 | 364,549 |
Sale of Travel, Vacation and Merchandise [Member] | Business to Business (B2B) [Member] | ||
Revenue | ||
Sale of Travel, Vacation and Merchandise [Member] | Other [Member] | ||
Revenue | ||
Advertising [Member] | ||
Revenue | 182,503 | 141,441 |
Advertising [Member] | Business to consumer (B2C) [Member] | ||
Revenue | 182,503 | 141,441 |
Advertising [Member] | Business to Business (B2B) [Member] | ||
Revenue | ||
Advertising [Member] | Other [Member] | ||
Revenue |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Schedule of Anti-dilutive Securities Excluded from Computation of Earning Loss Per Share (Details) - shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Total | 610,412 | 493,745 |
Convertible Notes Payable [Member] | ||
Total | 19,286 | 19,286 |
Common Stock Issuable [Member] | ||
Total | 383,343 | 383,343 |
Common Stock Warrants [Member] | ||
Total | 20,667 | 54,000 |
Common Stock Options [Member] | ||
Total | 187,116 | 37,116 |
Acquisitions and Dispositions_2
Acquisitions and Dispositions (Details Narrative) - USD ($) | Mar. 01, 2021 | Jul. 01, 2020 | May 29, 2020 | Nov. 12, 2018 | Dec. 31, 2021 | Dec. 31, 2020 |
Amortization expense of intangible assets | $ 624,000 | $ 720,000 | ||||
Shares issued upon on conversion | 1,528,107 | |||||
Fair value of stock issued | $ 264,196 | |||||
Accrued and unpaid interest | 79,376 | 25,321 | 9,942 | |||
Gain on sale of discontinued operations | 2,895,283 | |||||
Gain on extinguishment of debt | $ 1,562,870 | 1,858,395 | ||||
Restaurant.com [Member] | ||||||
Cash paid | $ 439,724 | 439,724 | ||||
Note payable | $ 1,500,000 | 1,500,000 | ||||
Debt interest rate | 6.00% | |||||
Debt term | 3 years | |||||
Number of stock issued | 363,889 | 363,889 | ||||
Fair value of stock issued | $ 483,972 | 483,972 | ||||
Total purchase price | 2,423,696 | 2,423,696 | ||||
Intangible assets acquired | $ 1,440,000 | |||||
Price per share | $ 1.33 | $ 1.33 | ||||
Intangible asset useful life | 2 years | |||||
Amortization expense of intangible assets | $ 624,000 | $ 720,000 | ||||
impairment of intangible assets | $ 570,030 | |||||
SkyAuction.com [Member] | ||||||
Debt interest rate | 3.00% | |||||
Debt term | 3 years | |||||
Number of stock issued | 1,102,422 | |||||
Principal amount | $ 2,500,000 | |||||
SkyAuction.com [Member] | Stock Sale Agreement and Mutual Release Agreement [Member] | ||||||
Price per share | $ 1 | $ 1 | ||||
Number of shares sold | 1,000 | |||||
Unamortized debt discount | $ 232,540 | |||||
Shares issued upon on conversion | 333,333 | 333,333 | ||||
Fair value of stock issued | $ 333,333 | $ 333,333 | ||||
Common shares issuable | 273,343 | 273,343 | ||||
Accrued and unpaid interest | 179,483 | |||||
Settlement of outstanding debt | 2,446,943 | |||||
Gain on sale of discontinued operations | $ 2,895,283 | |||||
Gain on extinguishment of debt | 2,446,943 | |||||
Gain on extinguishment of liabilities | 1,046,845 | |||||
Loss on disposal of assets | $ 265,172 | |||||
SkyAuction.com [Member] | Stock Sale Agreement and Mutual Release Agreement [Member] | Promissory Note [Member] | ||||||
Debt forgiven | $ 2,500,000 |
Acquisitions and Dispositions -
Acquisitions and Dispositions - Schedule of Fair Value of Assets Assumed and Liabilities Acquired (Details) - USD ($) | Mar. 01, 2021 | Dec. 31, 2020 | Dec. 31, 2021 |
Goodwill | $ 334,000 | ||
Restaurant.com [Member] | |||
Cash obligation | $ 439,724 | 439,724 | |
Note payable | 1,500,000 | 1,500,000 | |
Common stock (363,889 shares of common stock at $1.33 per share) | 483,972 | 483,972 | |
Total purchase price | $ 2,423,696 | 2,423,696 | |
Acquired assets | 509,666 | ||
Goodwill | 334,000 | ||
Intangible assets | 1,580,030 | ||
Total purchase price | $ 2,423,696 |
Acquisitions and Dispositions_3
Acquisitions and Dispositions - Schedule of Fair Value of Assets Assumed and Liabilities Acquired (Details) (Parenthetical) - Restaurant.com [Member] - $ / shares | Mar. 01, 2021 | Dec. 31, 2021 |
Number of stock issued | 363,889 | 363,889 |
Price per share | $ 1.33 | $ 1.33 |
Acquisitions and Dispositions_4
Acquisitions and Dispositions - Schedule of Finite-Lived Intangible Assets (Details) - USD ($) | Mar. 01, 2021 | Dec. 31, 2021 |
Total Intangible Assets, net of amortization | $ 236,030 | |
Restaurant.com [Member] | ||
Assigned life | 2 years | |
Intangible assets, gross | 1,580,000 | |
Accumulated amortization | (720,000) | |
Total Intangible Assets, net of amortization | $ 860,000 | |
Restaurant.com [Member] | Customer Relationships [Member] | ||
Assigned life | 24 months | |
Intangible assets, gross | $ 590,000 | |
Restaurant.com [Member] | Restaurant Relationships [Member] | ||
Assigned life | 24 months | |
Intangible assets, gross | $ 470,000 | |
Restaurant.com [Member] | Developed Technology [Member] | ||
Assigned life | 24 months | |
Intangible assets, gross | $ 380,000 | |
Restaurant.com [Member] | Brand [Member] | ||
Assigned life, description | Indefinite | |
Intangible assets, gross | $ 140,030 |
Acquisitions and Dispositions_5
Acquisitions and Dispositions - Schedule of Pro Forma Statements of Operations (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Net loss | $ (4,991,223) | $ (3,775,659) |
Net loss per share - basic and diluted | $ (0.41) | $ (0.61) |
Weighted average common shares outstanding – basic and diluted | 12,277,922 | 6,183,047 |
Restaurant.com [Member] | ||
Revenues | $ 4,081,000 | |
Net loss | $ (3,328,000) | |
Net loss per share - basic and diluted | $ (0.53) | |
Weighted average common shares outstanding – basic and diluted | 6,243,695 |
Deposit to Credit Card Proces_2
Deposit to Credit Card Processor (Details Narrative) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Statistical Disclosure for Banks [Abstract] | ||
Outstanding security deposit | $ 87,237 | $ 87,237 |
Right-Of-Use Assets and Opera_3
Right-Of-Use Assets and Operating Lease Liabilities (Details Narrative) - USD ($) | 1 Months Ended | |||
Sep. 30, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Leases [Abstract] | ||||
Lease term | 36 months | |||
Average base rent | $ 7,600 | |||
Right of use asset | 257,909 | $ 219,739 | $ 332,615 | $ 136,750 |
Lease liability | $ 257,909 | $ 222,096 | $ 322,951 | $ 106,839 |
Right-Of-Use Assets and Opera_4
Right-Of-Use Assets and Operating Lease Liabilities - Schedule of Right-of-use Asset Activity (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Leases [Abstract] | ||
Balance, beginning of period | $ 332,615 | $ 136,750 |
Additions | 257,909 | |
Amortization | (112,876) | (62,044) |
Balance, end of period | $ 219,739 | $ 332,615 |
Right-Of-Use Assets and Opera_5
Right-Of-Use Assets and Operating Lease Liabilities - Schedule of Operating Leases (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Leases [Abstract] | ||
Balance, beginning of period | $ 322,951 | $ 106,839 |
Additions | 257,909 | |
Lease payments | (100,855) | (41,797) |
Balance, end of period | 222,096 | 322,951 |
Less current portion | (110,499) | (100,856) |
Non-current portion | $ 111,597 | $ 222,095 |
Right-Of-Use Assets and Opera_6
Right-Of-Use Assets and Operating Lease Liabilities - Schedule of Maturities of Lease Liabilities (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2019 |
Leases [Abstract] | ||||
2022 | $ 110,499 | |||
2023 | 89,000 | |||
2024 | 24,000 | |||
2025 | ||||
Total lease payments | 223,499 | |||
Less: Imputed interest | (1,403) | |||
Total operating lease liability | $ 222,096 | $ 322,951 | $ 257,909 | $ 106,839 |
Convertible Debt Assumed in 2_2
Convertible Debt Assumed in 2018 Acquisition (Details Narrative) | May 29, 2020USD ($)shares | Nov. 05, 2018d$ / shares | Dec. 31, 2021USD ($)shares | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Nov. 12, 2018 |
Convertible notes debt | $ 31,537 | $ 31,137 | $ 224,820 | |||
Accrued interest payable | $ 54,247 | |||||
Principal balance of notes payable | $ 184,820 | 1,675,535 | 942,200 | |||
Accrued interest | 79,376 | 25,321 | 9,942 | |||
Convertible of common shares, value | $ 264,196 | |||||
Convertible of common shares | shares | 1,528,107 | |||||
Debt instrument fair value | $ 1,827,066 | |||||
Loss on extinguishment of debt | $ 1,562,870 | 1,858,395 | ||||
Convertible Debt [Member] | ||||||
Principal balance of notes payable | 20,000 | 20,000 | ||||
Convertible Notes [Member] | ||||||
Accrued interest payable | $ 11,537 | 11,137 | ||||
Convertible of common shares | shares | 19,286 | |||||
Debt instrument interest rate | $ 400 | $ 3,000 | ||||
Incumaker Inc [Member] | ||||||
Conversion price of notes | $ / shares | $ 0.07 | |||||
SkyAuction.com [Member] | ||||||
Debt interest rate | 3.00% | |||||
Lowest trade price | 70.00% | |||||
Debt trading days | d | 5 | |||||
Minimum [Member] | Incumaker Inc [Member] | ||||||
Debt interest rate | 8.00% | |||||
Maximum [Member] | Incumaker Inc [Member] | ||||||
Debt interest rate | 22.00% |
Convertible Notes Payable (Deta
Convertible Notes Payable (Details Narrative) - USD ($) | May 29, 2020 | Dec. 31, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Accrued interest | $ 79,376 | $ 25,321 | $ 9,942 | ||
Accrued interest payable | $ 54,247 | ||||
Convertible of common shares | 1,528,107 | ||||
Loss on extinguishment of debt | $ 1,562,870 | 1,858,395 | |||
Principal balance of notes payable | $ 184,820 | 1,675,535 | 942,200 | ||
8-10% Convertible Notes [Member] | |||||
Convertible notes payable | $ 2,135,203 | 1,915,103 | $ 2,135,203 | ||
Debt term | 1 year | ||||
Conversion per price of notes | $ 1 | $ 1 | |||
Accrued interest | $ 314,136 | $ 314,136 | |||
Payment of debt | 549,734 | ||||
Accrued interest payable | $ 608,103 | ||||
Convertible of common shares | 1,915,537 | ||||
Debt conversion fair market value | $ 2,223,962 | ||||
Loss on extinguishment of debt | 308,859 | ||||
Debt instrument penalty outstanding | 121,531 | ||||
Principal balance of notes payable | 1,307,000 | ||||
Convertible Notes [Member] | |||||
Principal balance of notes payable | $ 400,000 | ||||
8% Convertible Notes [Member] | |||||
Payment of debt | $ 400,000 | ||||
Minimum [Member] | 8-10% Convertible Notes [Member] | |||||
Debt interest rate | 8.00% | 8.00% | |||
Maximum [Member] | 8-10% Convertible Notes [Member] | |||||
Debt interest rate | 10.00% | 10.00% |
Bridge Notes Payable - Past Due
Bridge Notes Payable - Past Due (Details Narrative) - USD ($) | Apr. 29, 2021 | Mar. 15, 2021 | Feb. 15, 2021 | Jan. 15, 2021 | Dec. 31, 2020 | Nov. 30, 2020 | Nov. 17, 2020 | Jan. 18, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | May 29, 2020 |
Principal balance of notes payable | $ 942,200 | $ 1,675,535 | $ 942,200 | $ 184,820 | ||||||||
Increase in debt | $ 54,247 | |||||||||||
May 2018 Bridge Notes Payable [Member] | Settlement Agreement [Member] | ||||||||||||
Principal balance of notes payable | $ 250,000 | 203,147 | ||||||||||
Increase in debt | 43,147 | |||||||||||
Periodic payment of debt | $ 25,000 | $ 25,000 | $ 25,000 | $ 65,000 | ||||||||
Payment of debt | 90,000 | $ 90,000 | ||||||||||
January 2019 Bridge Notes Payable [Member] | ||||||||||||
Payment of debt | 100,000 | |||||||||||
Debt interest rate | 6.00% | |||||||||||
Bridge notes | $ 100,000 | |||||||||||
Debt maturity date | Jan. 18, 2020 | |||||||||||
Common stock shares issued, shares | 3,000 | |||||||||||
Common stock shares issued | $ 7,500 | |||||||||||
Accrued interest | $ 25,624 | 25,624 | ||||||||||
Interest expenses | $ 11,835 | $ 10,740 |
Note Payable Issued in Restau_2
Note Payable Issued in Restaurant.com Inc Transaction (Details Narrative) - USD ($) | Mar. 02, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | May 29, 2020 |
Debt instrument, face amount | $ 1,675,535 | $ 942,200 | $ 184,820 | |
Notes Payable [Member] | ||||
Debt instrument, face amount | 1,500,000 | 1,500,000 | ||
Accrued interest | 162,300 | 73,973 | ||
Interest expenses | 88,327 | $ 73,973 | ||
Unsecured Debt [Member] | ||||
Debt instrument, face amount | $ 1,500,000 | $ 1,500,000 | ||
Debt instrument maturity date | Mar. 1, 2023 | Mar. 1, 2023 | ||
Debt instrument interest rate | 6.00% |
Government Assistance Notes P_3
Government Assistance Notes Payable (Details Narrative) - USD ($) | Jul. 14, 2021 | Mar. 22, 2021 | Mar. 11, 2021 | Jul. 21, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Jun. 17, 2020 | May 29, 2020 | Apr. 16, 2020 |
Debt instrument, face amount | $ 1,675,535 | $ 942,200 | $ 184,820 | ||||||
Paycheck Protection Program First Draw [Member] | |||||||||
Debt instrument, face amount | $ 642,200 | ||||||||
Debt instrument interest rate | 1.00% | ||||||||
Forgiveness of debt | $ 648,265 | ||||||||
Forgiveness of interest payable | $ 6,065 | ||||||||
Paycheck Protection Second Draw [Member] | |||||||||
Debt instrument, face amount | $ 1,025,535 | ||||||||
Debt instrument interest rate | 1.00% | ||||||||
Debt instrument maturity date | Mar. 30, 2026 | ||||||||
Economic Injury/Disaster Loan (Restaurant.com) [Member] | |||||||||
Debt instrument, face amount | 500,000 | 150,000 | |||||||
Economic Injury/Disaster Loan (Restaurant.com) [Member] | SBA [Member] | |||||||||
Debt instrument, face amount | $ 350,000 | $ 150,000 | |||||||
Debt instrument interest rate | 3.75% | ||||||||
Debt instrument periodic payment | $ 2,521 | ||||||||
Debt instrument term | 30 years | ||||||||
Economic Injury/Disaster Loan (Restaurant.com) [Member] | SBA [Member] | Grant [Member] | |||||||||
Advance from Government | 10,000 | ||||||||
Economic Injury/Disaster Loan (uBid) [Member] | |||||||||
Debt instrument, face amount | 150,000 | 150,000 | |||||||
Economic Injury/Disaster Loan (uBid) [Member] | SBA [Member] | |||||||||
Debt instrument, face amount | $ 150,000 | ||||||||
Debt instrument interest rate | 3.75% | ||||||||
Debt instrument periodic payment | $ 731 | ||||||||
Debt instrument term | 30 years | ||||||||
Accrued interest | 25,321 | 9,942 | |||||||
Debt instrument interest expenses | $ 27,370 | $ 9,942 |
Government Assistance Notes P_4
Government Assistance Notes Payable - Schedule of Notes Payable (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 | May 29, 2020 |
Total principal balance | $ 1,675,535 | $ 942,200 | $ 184,820 |
Accrued interest | 25,321 | 9,942 | $ 79,376 |
Total principal and accrued interest | 1,700,856 | 952,142 | |
Less current portion | 11,115 | ||
Non-current portion | 1,689,741 | 952,142 | |
Paycheck Protection Loan (1st draw) [Member] | |||
Total principal balance | 642,200 | ||
Paycheck Protection Loan (2nd draw) [Member] | |||
Total principal balance | 1,025,535 | ||
Economic Injury/Disaster Loan (uBid) [Member] | |||
Total principal balance | 150,000 | 150,000 | |
Economic Injury/Disaster Loan (Restaurant.com) [Member] | |||
Total principal balance | $ 500,000 | $ 150,000 |
Derivative Liability (Details N
Derivative Liability (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Gain on extinguishment of derivative liability | $ 1,164,802 |
Accrued Officers Compensation (
Accrued Officers Compensation (Details Narrative) - USD ($) | May 29, 2020 | Dec. 31, 2021 | Dec. 31, 2020 |
Shares converted, value | $ 264,196 | ||
Share converted | 1,528,107 | ||
Employment Agreement [Member] | Ketan Thakker [Member] | |||
Salary | $ 200,000 | ||
Remaining balance of accrued payroll | $ 78,000 | $ 0 | |
Shares converted, value | $ 655,450 | ||
Share converted | 936,500 | ||
Accrued compensation | $ 655,450 |
Stockholders' Deficit - (Detail
Stockholders' Deficit - (Details Narrative) - USD ($) | Apr. 29, 2021 | Mar. 02, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | |||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | |||
Preferred stock, shares issued | |||||
Preferred stock, shares outstanding | |||||
Common stock, par value | $ 0.001 | $ 0.0001 | |||
Common stock, shares authorized | 750,000,000 | 750,000,000 | |||
Common stock, shares issued | 12,879,428 | 11,217,324 | |||
Common stock, shares outstanding | 12,879,428 | 11,217,324 | |||
Common stock issuable, shares | 383,343 | 383,343 | |||
Proceeds from public offering | $ 1,958,466 | $ 150,000 | |||
Proceeds from private placement | 1,102,700 | ||||
Number of shares issued value | 1,102,700 | ||||
Number shares issued for service, value | 2,164,000 | 1,013,886 | |||
Number of common stock on acquisition value | 483,972 | ||||
Accrued Interest payable | $ 54,247 | ||||
Intrinsic value of outstanding of warrant | |||||
Intrinsic value of exercisable of warrant | |||||
Warrant [Member] | |||||
Stock price | $ 9 | ||||
Exercise price | $ 9 | ||||
Intrinsic value of outstanding stock options | |||||
Intrinsic value of outstanding of warrant | |||||
Intrinsic value of exercisable of warrant | |||||
Stock Option [Member] | |||||
Weighted-average remaining contractual life of options outstanding | 8 months 16 days | ||||
Weighted-average remaining contractual life of options exercisable | 8 months 16 days | ||||
Stock price | $ 0.60 | ||||
Intrinsic value of outstanding stock options | |||||
Legal Settlement [Member] | |||||
Number of shares issued note holder | 8,000 | ||||
Number of shares issued value | $ 9,000 | ||||
Convertible Debt [Member] | |||||
Accrued Interest payable | $ 11,537 | $ 11,137 | |||
Convertible Debt [Member] | Incumaker Inc [Member] | |||||
Number of common stock upon conversion of convertible notes payable, shares | 1,528,107 | ||||
Accrued Interest payable | $ 1,827,066 | ||||
Convertible Debt One [Member] | |||||
Number of common stock upon conversion of convertible notes payable, shares | 1,805,539 | ||||
Accrued Interest payable | $ 2,203,159 | ||||
Acquisition of Restaurant.com [Member] | |||||
Number of common stock on acquisition, shares | 363,889 | ||||
Number of common stock on acquisition value | $ 483,972 | ||||
Acquisition price per share | $ 1.33 | ||||
Consultants For Services [Member] | |||||
Number shares issued for service | 845,758 | 1,087,297 | |||
Number shares issued for service, value | $ 2,164,000 | $ 1,013,886 | |||
Note Holder [Member] | |||||
Number of shares issued note holder | 3,000 | ||||
Number of shares issued value | $ 7,500 | ||||
Directors and Employees [Member] | |||||
Number shares issued for service | 1,340,000 | ||||
Number shares issued for service, value | $ 1,195,800 | ||||
Officer [Member] | |||||
Number of shares issued note holder | 936,500 | ||||
Number of shares issued value | $ 936,500 | ||||
Public Offering [Member] | |||||
Proceeds from public offering | $ 1,958,466 | $ 150,000 | |||
Sale of common stock shares | 805,346 | 50,000 | |||
Sale price per share | $ 2.46 | $ 3 | |||
Offering costs | $ 21,686 | ||||
Private Placement [Member] | |||||
Sale of common stock shares | 1,102,700 | ||||
Sale price per share | $ 1 | ||||
Proceeds from private placement | $ 1,102,000 |
Stockholders' Deficit - Schedul
Stockholders' Deficit - Schedule of Common Stock Warrants Activity (Details) - Warrant [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Number of Warrants, Warrants outstanding beginning balance | 54,000 | 201,000 |
Number of Warrants, Warrants Issued | ||
Number of Warrants, Warrants Exercised | ||
Number of Warrants, Warrants Expired | (33,333) | (147,000) |
Number of Warrants, Warrants outstanding ending balance | 20,667 | 54,000 |
Weighted Average Exercise Price, Warrants outstanding beginning balance | $ 8.07 | $ 7.50 |
Weighted Average Exercise Price, Warrants Issued | ||
Weighted Average Exercise Price, Warrants Exercised | ||
Weighted Average Exercise Price, Warrants Expired | 7.50 | 8.64 |
Weighted Average Exercise Price, Warrants outstanding ending balance | $ 9 | $ 8.07 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details Narrative) - USD ($) | Mar. 15, 2021 | Jan. 27, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Stock options to purchase | 100,000 | |||
Stock option exercisable period | 3 years | 2 years 7 months 28 days | ||
Stock options purchase price per share | $ 3.50 | $ 0.60 | ||
Stock options fair value | $ 287,883 | $ 149,994 | ||
Exercise price | $ 2.88 | $ 12.38 | ||
Stock options to purchase grant | 150,000 | 32,000 | ||
Intrinsic value | ||||
Intrinsic value of outstanding of warrant | ||||
Intrinsic value of exercisable of warrant | ||||
Advisory Agreement [Member] | ||||
Stock options to purchase | 50,000 | |||
Stock option exercisable period | 2 years | |||
Stock options purchase price per share | $ 2.50 | |||
Stock options fair value | $ 149,994 | |||
Exercise price | $ 3 | |||
Stock options to purchase vesting | 25,000 | |||
Stock options to purchase grant | 25,000 | |||
Advisory Agreement [Member] | Stock Options Fully Vested [Member] | ||||
Stock options fair value | $ 74,997 | |||
Share based compensation unvested description | The remaining unvested portion of the fair value of the stock options was charged to operations ratably from March 16, 2021 through June 15, 2021. |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Valuation Assumption of Stock Option (Details) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Risk-free interest rate | 0.89% | 0.12% |
Expected dividend yield | 0.00% | 0.00% |
Expected volatility | 29.33% | |
Expected life | 1 year 6 months | |
Minimum [Member] | ||
Expected volatility | 309.92% | |
Expected life | 3 years | |
Maximum [Member] | ||
Expected volatility | 366.13% | |
Expected life | 5 years |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock Option Activity (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Stock-based Compensation - Summary Of Stock Option Activity | ||
Number of Options, Options outstanding beginning balance | 37,116 | 5,116 |
Number of Options, Options granted | 150,000 | 32,000 |
Number of Options, Options exercised | ||
Number of Options, Options expired or forfeited | ||
Number of Options, Options outstanding ending balance | 187,116 | 37,116 |
Number of Options, Options exercisable ending balance | 187,116 | |
Weighted Average Exercise Price, options outstanding beginning balance | $ 50.93 | $ 363.17 |
Weighted Average Exercise Price, options granted | 2.83 | 1.05 |
Weighted Average Exercise Price, options exercised | ||
Weighted Average Exercise Price, options expired or forfeited | ||
Weighted Average Exercise Price, options outstanding ending balance | 12.38 | 50.93 |
Weighted Average Exercise Price, options exercisable ending balance | $ 12.38 |
Stock-Based Compensation - Sc_2
Stock-Based Compensation - Schedule of Options Summarized by Exercise Price (Details) - $ / shares | Dec. 31, 2021 | Jan. 27, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Option Outstanding, Shares | 187,116 | 37,116 | 5,116 | |
Option Exercisable, Shares | 187,116 | |||
Option Exercisable, Weighted Average Exercise Price | $ 12.38 | $ 2.88 | ||
Stock Option [Member] | Exercise Price Range One [Member] | ||||
Option Exercise Price Per Share | $ 1.05 | |||
Option Outstanding, Shares | 32,000 | |||
Option Exercisable, Shares | 1.05 | |||
Option Exercisable, Weighted Average Exercise Price | $ 32,000 | |||
Stock Option [Member] | Exercise Price Range Two [Member] | ||||
Option Exercise Price Per Share | $ 2.50 | |||
Option Outstanding, Shares | 50,000 | |||
Option Exercisable, Shares | 2.50 | |||
Option Exercisable, Weighted Average Exercise Price | $ 50,000 | |||
Stock Option [Member] | Exercise Price Range Three [Member] | ||||
Option Exercise Price Per Share | $ 3 | |||
Option Outstanding, Shares | 100,000 | |||
Option Exercisable, Shares | 3 | |||
Option Exercisable, Weighted Average Exercise Price | $ 100,000 | |||
Stock Option [Member] | Exercise Price Range Four [Member] | ||||
Option Exercise Price Per Share | $ 363.17 | |||
Option Outstanding, Shares | 5,116 | |||
Option Exercisable, Shares | 363.17 | |||
Option Exercisable, Weighted Average Exercise Price | $ 5,116 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | Jan. 28, 2022 | Feb. 03, 2021 | Apr. 17, 2019 | Dec. 31, 2021 | Dec. 31, 2020 |
Value of common stock for service rendered | $ 2,164,000 | $ 1,013,886 | |||
Ketan Thakker [Member] | Subsequent Event [Member] | Settlement Agreement [Member] | |||||
Legal proceeding description | On January 28, 2022, a final settlement of $150,000 was reached, which is scheduled to be paid on April 28, 2022. | ||||
Payments for legal settlement | $ 150,000 | ||||
Dupree Productions, LLC [Member] | |||||
Arbitrator awarded description | The arbitrator awarded DuPree Productions $195,000 | ||||
Attorney's fees | $ 24,000 | ||||
Dupree Productions, LLC [Member] | Ketan Thakker [Member] | Compensate Services [Member] | |||||
Value of common stock for service rendered | $ 60,000 | ||||
Dupree Productions, LLC [Member] | Ketan Thakker [Member] | Advertising and Endorsement Services [Member] | |||||
Value of common stock for service rendered | $ 195,000 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Income Tax Disclosure [Abstract] | |
Federal net operating loss carry forwards | $ 38,000,000 |
State net operating loss carry forwards | $ 38,000,000 |
Income tax examination description | If not utilized earlier, will begin to expire in the year ending December 31, 2030 |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforwards | $ 10,483,000 | $ 8,960,000 |
Valuation allowance | (10,483,000) | (8,960,000) |
Net deferred tax asset |
Income Taxes - Schedule of Inco
Income Taxes - Schedule of Income Tax Effective Tax Rate (Details) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Federal statutory tax rate | (21.00%) | (21.00%) |
State income taxes, net of federal tax benefit | (6.00%) | (6.00%) |
Tax-exempt Paycheck Protection Loan forgiveness | (27.00%) | |
Change in valuation allowance | 29.70% | 27.00% |
Effective tax rate | 0.00% | 0.00% |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Feb. 28, 2022 | Jan. 31, 2022 | Mar. 22, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | May 29, 2020 |
Common stock shares issued, value | $ 1,102,700 | |||||||
Principal balance of notes payable | $ 1,675,535 | $ 942,200 | $ 184,820 | |||||
Accrued Interest payable | $ 54,247 | |||||||
Number of options issued | 187,116 | 37,116 | 5,116 | |||||
Options exercise price | ||||||||
Paycheck Protection Program [Member] | ||||||||
Debt instrument bearing interest | 1.00% | |||||||
Proceeds from loan | $ 1,025,535 | |||||||
Debt instrument, maturity date description | March 2026 | |||||||
Common Stock [Member] | ||||||||
Common stock shares issued, shares | 1,102,700 | |||||||
Common stock shares issued, value | $ 1,103 | |||||||
Subsequent Event [Member] | ||||||||
Accrued Interest payable | $ 9,743 | |||||||
Note payable forgiveness | $ 1,035,278 | |||||||
Subsequent Event [Member] | President And Cofounder [Member] | ||||||||
Principal balance of notes payable | $ 78,813 | |||||||
Debt instrument bearing interest | 1.00% | |||||||
Subsequent Event [Member] | Director [Member] | ||||||||
Principal balance of notes payable | $ 62,101 | |||||||
Debt instrument bearing interest | 1.00% | |||||||
Subsequent Event [Member] | Employees and Board of Directors [Member] | ||||||||
Common stock shares issued, shares | 321,433 | |||||||
Common stock shares issued, value | $ 161,717 | |||||||
Options exercise price | $ 0.50 | |||||||
Subsequent Event [Member] | Employees [Member] | ||||||||
Number of options issued | 461,000 | |||||||
Options exercise price | $ 1.25 | |||||||
Fair value of options issued | $ 243,000 | |||||||
Subsequent Event [Member] | Merger Agreement [Member] | ||||||||
Share price | $ 0.50 | $ 0.50 | ||||||
Subsequent Event [Member] | Merger Agreement [Member] | Common Stock [Member] | ||||||||
Common stock shares issued, shares | 600,000 | |||||||
Common stock shares issued, value | $ 300,000 |