Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 02, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2022 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2022 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 000-56417 | |
Entity Registrant Name | RDE, INC. | |
Entity Central Index Key | 0001760233 | |
Entity Tax Identification Number | 45-2482974 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 5880 Live Oak Parkway | |
Entity Address, Address Line Two | Suite 100 | |
Entity Address, City or Town | Norcross | |
Entity Address, State or Province | GA | |
Entity Address, Postal Zip Code | 30093 | |
City Area Code | (847) | |
Local Phone Number | 506-9680 | |
Title of 12(b) Security | Common Stock, par value $.001 | |
Trading Symbol | RSTN | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Elected Not To Use the Extended Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 14,152,378 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash | $ 1,462,750 | $ 1,930,325 |
Accounts receivable | 98,728 | 118,100 |
Deposits with credit card processor | 87,237 | 87,237 |
Prepaid expenses and other current assets | 144,522 | 153,374 |
Total current assets | 1,793,237 | 2,289,036 |
Operating lease right of use asset, net | 134,206 | 219,739 |
Acquired software and technology, net | 356,842 | |
Total assets | 2,284,285 | 2,508,775 |
Current liabilities: | ||
Accounts payable | 1,182,654 | 976,605 |
Accrued expenses | 525,051 | 704,715 |
Deferred revenue | 179,311 | 230,405 |
Government assistance notes payable, current portion | 11,359 | 11,115 |
Operating lease liability, current portion | 113,675 | 110,499 |
Convertible debt assumed upon reverse merger, including accrued interest of $16,387 and $11,537 at September 30, 2022 and December 31, 2021, respectively | 36,387 | 31,537 |
Acquisition notes payable, current portion, including accrued interest of $229,069 at September 30, 2022 | 1,762,905 | |
Total current liabilities | 3,811,342 | 2,064,876 |
Operating lease liability, net of current portion | 27,125 | 111,597 |
Acquisition notes payable, including accrued interest of $481 and $162,300 at September 30, 2022 and December 31, 2021, respectively | 94,424 | 1,662,300 |
Government assistance notes payable, including accrued interest of $39,259 and $25,321 at September 30, 2022 and December 31, 2021, respectively, net of current portion | 692,400 | 1,689,741 |
Total liabilities | 4,625,291 | 5,528,514 |
Commitments and Contingencies | ||
Stockholders’ deficit: | ||
Preferred stock, $0.001 par value, 10,000,000 shares authorized; none issued and outstanding | ||
Common stock, $0.001 par value, 750,000,000 shares authorized; 14,152,378 and 12,879,428 shares issued and outstanding at September 30, 2022 and December 31, 2021, respectively | 14,153 | 12,880 |
Additional paid-in-capital | 58,070,584 | 56,875,273 |
Common stock issuable, 383,343 shares | 383,343 | 383,343 |
Accumulated deficit | (60,809,086) | (60,291,235) |
Total stockholders’ deficiency | (2,341,006) | (3,019,739) |
Total liabilities and stockholders’ deficit | $ 2,284,285 | $ 2,508,775 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Short-Term Debt [Line Items] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 750,000,000 | 750,000,000 |
Common stock, shares issued | 14,152,378 | 12,879,428 |
Common stock, shares outstanding | 14,152,378 | 12,879,428 |
Common stock issuable, shares | 383,343 | 383,343 |
Convertible Debt [Member] | ||
Short-Term Debt [Line Items] | ||
Interest payable current | $ 16,387 | $ 11,537 |
Acquisition Note Payable [Member] | ||
Short-Term Debt [Line Items] | ||
Interest payable current | 229,069 | |
Interest payable non current | 481 | 162,300 |
Government Assistance Note Payable [Member] | ||
Short-Term Debt [Line Items] | ||
Interest payable non current | $ 39,259 | $ 25,321 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Statement [Abstract] | ||||
Revenues | $ 824,747 | $ 847,386 | $ 3,395,681 | $ 2,446,647 |
Operating expenses | ||||
Cost of revenues | 38,798 | 88,762 | 637,096 | 299,115 |
Selling, general and administrative expenses | 1,315,716 | 1,298,982 | 4,227,766 | 6,364,348 |
Amortization of intangible assets | 37,144 | 144,000 | 86,668 | 480,000 |
Total operating expenses | 1,391,658 | 1,531,744 | 4,951,530 | 7,143,463 |
Loss from operations | (566,911) | (684,358) | (1,555,849) | (4,696,816) |
Other income (expenses) | ||||
Interest | (29,431) | (28,363) | (85,137) | (95,685) |
Financing costs | (7,500) | |||
Gain on legal settlement | 69,000 | |||
Gain on vendor settlement | 28,600 | |||
Gain from forgiveness of government assistance notes payable | 1,025,535 | 648,265 | ||
Total other income (expenses) | (29,431) | (28,363) | 1,037,998 | 545,080 |
Net loss | $ (596,342) | $ (712,721) | $ (517,851) | $ (4,151,736) |
Net loss per share – basic and diluted | $ (0.04) | $ (0.06) | $ (0.04) | $ (0.32) |
Weighted average common shares outstanding – basic and diluted | 14,148,393 | 12,735,087 | 13,646,878 | 12,819,502 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Shareholders' Deficit (Unaudited) - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Common Stock Issuable [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2020 | $ 11,218 | $ 383,343 | $ 52,300,092 | $ (55,300,012) | $ (2,605,359) | |
Beginning balance, shares at Dec. 31, 2020 | 11,217,324 | 383,343 | ||||
Fair value of vested options | 437,876 | 437,876 | ||||
Issuance of common stock for services | $ 805 | 2,163,195 | 2,164,000 | |||
Issuance of common stock for services, shares | 805,346 | |||||
Net loss | (4,151,736) | (4,151,736) | ||||
Issuance of common stock for note payable extension | $ 3 | 7,497 | $ 7,500 | |||
Issuance of common stock for note payable extension, shares | 3,000 | 3,000 | ||||
Proceeds from issuance of common stock, net of offering costs | $ 846 | 1,957,620 | $ 1,958,466 | |||
Proceeds from issuance of common stock, net of offering costs, Shares | 845,758 | |||||
Ending balance, value at Sep. 30, 2021 | $ 12,872 | $ 383,343 | 56,866,280 | (59,451,748) | (2,189,253) | |
Ending balance, shares at Sep. 30, 2021 | 12,871,428 | 383,343 | ||||
Beginning balance, value at Jun. 30, 2021 | $ 12,731 | $ 383,343 | 56,814,670 | (58,739,027) | (1,528,283) | |
Beginning balance, shares at Jun. 30, 2021 | 12,731,316 | 383,343 | ||||
Issuance of common stock for services | $ 70 | (8,319) | (8,249) | |||
Issuance of common stock for services, shares | 69,700 | |||||
Net loss | (712,721) | (712,721) | ||||
Issuance of common stock for cash | $ 71 | 59,929 | 60,000 | |||
Issuance of common stock for cash, shares | 70,412 | |||||
Ending balance, value at Sep. 30, 2021 | $ 12,872 | $ 383,343 | 56,866,280 | (59,451,748) | (2,189,253) | |
Ending balance, shares at Sep. 30, 2021 | 12,871,428 | 383,343 | ||||
Beginning balance, value at Dec. 31, 2021 | $ 12,880 | $ 383,343 | 56,875,273 | (60,291,235) | (3,019,739) | |
Beginning balance, shares at Dec. 31, 2021 | 12,879,428 | 383,343 | ||||
Fair value of vested options | 138,223 | 138,223 | ||||
Issuance of common stock to directors for services | $ 240 | 189,760 | 190,000 | |||
Issuance of common stock to directors for services, shares | 240,000 | |||||
Fair value of vested restricted stock units for employees | $ 84 | 51,369 | 51,453 | |||
Fair value of vested restricted stock units for employees, shares | 83,833 | |||||
Issuance of common stock for services | $ 223 | 230,285 | 230,508 | |||
Issuance of common stock for services, shares | 223,117 | |||||
Net loss | (517,851) | (517,851) | ||||
Issuance of common stock for vendor balance | $ 26 | 36,374 | 36,400 | |||
Issuance of common stock for vendor balance, shares | 26,000 | |||||
Issuance of common stock for cash | $ 100 | 249,900 | 250,000 | |||
Issuance of common stock for cash, shares | 100,000 | |||||
Issuance of common stock for GameIQ acquisition | $ 600 | 299,400 | 300,000 | |||
Issuance of common stock for gameIQ acquisition, shares | 600,000 | |||||
Ending balance, value at Sep. 30, 2022 | $ 14,153 | $ 383,343 | 58,070,584 | (60,809,086) | (2,341,006) | |
Ending balance, shares at Sep. 30, 2022 | 14,152,378 | 383,343 | ||||
Beginning balance, value at Jun. 30, 2022 | $ 14,120 | $ 383,343 | 57,997,910 | (60,212,744) | (1,817,371) | |
Beginning balance, shares at Jun. 30, 2022 | 14,119,045 | 383,343 | ||||
Fair value of vested options | 18,727 | 18,727 | ||||
Issuance of common stock to directors for services | 28,166 | 28,166 | ||||
Issuance of common stock to directors for services, shares | ||||||
Fair value of vested restricted stock units for employees | 5,815 | 5,815 | ||||
Fair value of vested restricted stock units for employees, shares | ||||||
Issuance of common stock for services | $ 33 | 19,966 | 19,999 | |||
Issuance of common stock for services, shares | 33,333 | |||||
Net loss | (596,342) | (596,342) | ||||
Ending balance, value at Sep. 30, 2022 | $ 14,153 | $ 383,343 | $ 58,070,584 | $ (60,809,086) | $ (2,341,006) | |
Ending balance, shares at Sep. 30, 2022 | 14,152,378 | 383,343 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (517,851) | $ (4,151,736) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Amortization of intangible assets | 86,668 | 480,000 |
Financing costs | 7,500 | |
Fair value of vested options | 138,223 | 437,876 |
Fair value of vested restricted stock units to employees | 51,453 | |
Fair value of vested restricted stock units to directors | 190,000 | |
Fair value of common stock issued for services | 230,508 | 2,164,000 |
Gain in vendor settlement | (28,600) | |
Gain on legal settlement | (69,000) | |
Gain on forgiveness of government assistance note payable | (1,025,535) | (648,265) |
Change in right of use assets | 85,533 | 82,329 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 19,372 | 188,664 |
Prepaid expenses and other current assets | 8,852 | (53,269) |
Accounts payable | 271,049 | 386,648 |
Accrued expenses | (110,664) | (93,420) |
Deferred revenue | (51,094) | |
Accrued interest payable | 85,138 | 55,938 |
Accrued payroll and advances – related party | (78,000) | |
Operating lease liability | (81,296) | (72,976) |
Net cash used in operating activities | (717,244) | (1,294,711) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Cash acquired on GameIQ acquisition | 12,805 | |
Net cash provided by investing activities | 12,805 | |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Repayment of acquisition notes payable | (13,136) | |
Repayment of bridge note payable | (303,147) | |
Repayment of convertible notes payable | (400,000) | |
Proceeds from notes payable – government assistance loans | 1,375,535 | |
Proceeds from offering | 250,000 | 1,958,466 |
Net cash provided by financing activities | 236,864 | 2,630,854 |
Net increase (decrease) in cash and cash equivalents | (467,575) | 1,336,143 |
Cash and cash equivalents beginning of period | 1,930,325 | 600,576 |
Cash and cash equivalents end of period | 1,462,750 | 1,936,719 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | ||
Interest paid | 23,671 | |
Taxes paid | ||
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Acquired software and technology from acquisition of GameIQ | 443,509 | |
Fair value of common shares issued on acquisition of GameIQ | 300,000 | |
Notes payable issued from acquisition of GameIQ | 140,914 | |
Government assistance notes payable and accrued interest assumed on acquisition of GameIQ | 15,400 | |
Fair value of common shares issued in settlement of vendor payable | $ 36,400 |
Basis of Presentation
Basis of Presentation | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | 1. Basis of Presentation The accompanying interim condensed consolidated financial statements of RDE, Inc. (the “Company”, “we”, “us”, or “our”), are unaudited, but in the opinion of management contain all adjustments, including normal recurring adjustments, necessary to present fairly our financial position at September 30, 2022 and the results of operations and cash flows for the three and nine months ended September 30, 2022 and 2021. Intercompany transactions and balances have been eliminated in consolidation. Certain information and footnote disclosures normally included in financial statements that have been prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission regarding interim financial reporting. We believe that the disclosures contained in these condensed financial statements are adequate to make the information presented herein not misleading. For further information, refer to the financial statements and the notes thereto included in the Company’s Annual Report on Form 1-K for the fiscal year ended December 31, 2021, as filed with the Securities and Exchange Commission on March 11, 2022. The results of operations for the nine months ended September 30, 2022 are not necessarily indicative of the results of operations to be expected for the full fiscal year ending December 31, 2022. COVID-19 Considerations In March 2020, the World Health Organization declared that the rapidly spreading COVID-19 outbreak was a global pandemic (the “COVID-19 pandemic”). In response to the COVID-19 pandemic, many governments around the world have implemented, and continue to implement, a variety of measures to reduce the spread of COVID19, including travel restrictions and bans, instructions to residents to practice social distancing, quarantine advisories, shelter-in-place orders and required closures of non-essential businesses. These government mandates have forced many of the customers on whom the Company’s business relies, including restaurants and hotels and other accommodation providers, to seek government support in order to continue operating, to curtail drastically their service offerings or to cease operations entirely. Further, these measures have materially adversely affected, and may further adversely affect, consumer sentiment and discretionary spending patterns, economies and financial markets, and the Company’s workforce, operations and customers. The COVID-19 pandemic and the resulting economic conditions and government orders have resulted in a material decrease in consumer spending and an unprecedented decline in restaurants activities, travel and accommodation activities and consumer demand for related services. The Company’s financial results and prospects are dependent on the sale of these services. The Company’s operations have been significantly and negatively impacted. 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. With the spread of COVID-19 to other regions, such as Europe and the United States, 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 an extended period of time. Going Concern The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As reflected in the accompanying financial statements, during the nine months ended September 30, 2022, the Company recorded an operating loss of $ 1,555,849 717,244 2,341,006 At September 30, 2022, the Company had cash on hand in the amount of $ 1,462,750 Reclassifications Certain prior year insignificant amounts, consisting primarily of accrued acquisition obligations, have been reclassified as a component of accrued expenses 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. |
Significant Accounting Policies
Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | 2. Significant Accounting Policies Basis of Presentation The accompanying consolidated financial statements are unaudited and include the accounts of the Company and its wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. These unaudited consolidated financial statements have been prepared on the accrual basis of accounting and in accordance with generally accepted accounting principles (“GAAP”) in the United States. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Those estimates and assumptions include estimates for reserves of uncollectible accounts receivable, impairment testing of recorded long-term tangible and intangible assets, the valuation allowance for deferred tax assets, accruals for potential liabilities, assumptions made in valuing stock instruments issued for services, and assumptions used in valuing equity instruments granted for services, and assumptions used in the determination of the Company’s liquidity. 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 on-line websites that sells 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, we also generate 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 We derive our revenue from transactions in which we sell discount certificates for restaurants on behalf of third-party restaurants. Approximately 9-13 days each month we email our customers offers for restaurant discounts based on location and personal preferences. Consumers also access our deals directly through our websites and mobile applications. A typical restaurant discount deal might offer a $ 25 50 Sale of Travel, Vacation and Merchandise We also derive revenue from transactions in which we sell complimentary 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 us and redeem them with our merchant partners. Approximately 9-13 days each month we email our customers offers for discounted experiences and products based on location and personal preferences. Consumers also access our deals directly through our websites and mobile applications. Those discounted experiences and products generally involve a customer’s purchase of a voucher through one of our 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 us to our partners. Advertising Revenues We also have 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. We generate 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 statement and/or proceeds from the third party partners. In the following table, revenue is disaggregated by our divisions and type of revenue for the three months ended September 30, 2022 and 2021: Schedule of Disaggregation of Revenue Sales Channels Restaurant Coupons Sale of Advertising Total Three Months Ended September 30, 2022 Business to consumer (B2C) $ 158,564 $ 69,733 $ 44,704 $ 273,001 Business to business (B2B) 547,357 - - 547,357 Other 4,389 - - 4,389 Total $ 710,310 $ 69,733 $ 44,704 $ 824,747 Three Months Ended September 30, 2021 Business to consumer (B2C) $ 191,526 $ 81,273 $ 50,162 $ 322,961 Business to business (B2B) 517,018 - - 517,018 Other 7,407 - - 7,407 Total $ 735,951 $ 81,273 $ 50,162 $ 847,386 In the following table, revenue is disaggregated by our divisions and type of revenue for the nine months ended September 30, 2022 and 2021: Sales Channels Restaurant Coupons Sale of Travel, Vacation and Merchandise Advertising Total Nine Months Ended September 30, 2022 Business to consumer (B2C) $ 513,578 $ 219,334 $ 136,166 $ 869,078 Business to business (B2B) 2,501,066 - - 2,501,066 Other 25,537 - - 25,537 Total $ 3,040,181 $ 219,334 $ 136,166 $ 3,395,681 Nine Months Ended September 30, 2021 Business to consumer (B2C) $ 599,044 $ 250,429 $ 133,285 $ 982,758 Business to business (B2B) 1,429,844 - - 1,429,844 Other 34,045 - - 34,045 Total $ 2,062,933 $ 250,429 $ 133,285 $ 2,446,647 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 September 30, 2022 and 2021, 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. Schedule of Anti-dilutive Securities Excluded from Computation of Earning Loss Per Share September 30, 2022 September 30, 2021 Convertible notes payable 24,258 19,286 Common stock issuable 383,343 383,343 Common stock warrants - 54,000 Common stock options 648,116 187,108 Total 1,055,717 643,737 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. 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 nine months ended September 30, 2022 and 2021, advertising costs were $ 359,987 513,539 Concentrations Revenues. 10 33 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. 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 reviews 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. On February 28, 2022, the Company recorded a provisional intangible assets of $ 443,509 While we have concluded that a triggering event did not occur during the nine months ended September 30, 2022, a worsening of the severity of the COVID-19 pandemic as well as inflationary pressure to our customers could result in future intangible asset impairment charges. We will continue to monitor the effects of these events on our business, and review for impairment indicators as necessary in the upcoming months. Operating Segments Management has determined that the Company has one 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 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 equity 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. |
Acquisition of GameIQ
Acquisition of GameIQ | 9 Months Ended |
Sep. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisition of GameIQ | 3. Acquisition of GameIQ 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 600,000 300,000 140,914 1 0.50 The following is a provisional allocation of the purchase price as determined by the Company’s management. The Company determined that the entire purchase price be allocated to acquired software and technology. The following table summarizes the assets acquired, liabilities assumed and provisional purchase price allocation: Schedule of Fair Value of Assets Acquired and Liabilities Assumed Fair Value Consideration paid: Notes payable $ 140,914 Government assistance note payable and accrued interest (EIDL) 15,400 Common stock ( 600,000 0.50 300,000 Total consideration paid $ 456,314 Provisional Purchase price allocation Acquired assets (cash) $ 12,805 Acquired software and technology 443,509 Total purchase price $ 456,314 The Company estimated that the recorded provisional intangible assets have a two Schedule of Finite-Lived Intangible Assets Assigned Life September 30, Intangible Assets Acquired software and technology 24 443,509 Intangible assets, gross 443,509 Accumulated amortization (86,667 ) Total acquired software and technology, net of amortization $ 356,842 During the nine months ended September 30, 2022, the company recorded amortization expense of $ 86,668 Schedule of Future Amortization Expense Year Ending Amortization 2022 (remaining) $ 98,129 2023 221,754 2024 36,959 Total $ 356,842 The purchase price allocation is provisional as the Company is still in the process of finalizing revenue and cash flow projections. Pursuant to current accounting and SEC guidelines, the Company has period of one year to finalize the purchase price allocation. The following unaudited pro forma statements of operations present the Company’s pro forma results of operations after giving effect to the purchase of GameIQ based on the historical financial statements of the Company and GameIQ. The unaudited pro forma statements of operations for the nine months ended September 30, 2022 and 2021 give effect to the transaction as if it had occurred on January 1, 2021. Schedule of Pro Forma Statements of Operations Nine Month Ended September 30, 2022 2021 (Proforma, (Proforma, Revenues $ 3,400,253 $ 1,610,648 Operating expenses Direct cost of revenues 637,992 213,221 Selling, general and administrative expenses 4,245,233 5,223,794 Amortization of intangible assets 61,905 484,574 Total operating expenses 4,945,130 5,921,589 Loss from operations (1,544,877 ) (4,310,941 ) Other income Other income 1,037,998 573,443 Total Other income 1,037,998 573,443 Net loss $ (506,879 ) $ (3,737,498 ) Pursuant to the provisions of ASC 805, the following results of operations of GameIQ subsequent to the acquisitions are as follows: Schedule of Provisions of Operations Subsequent Acquisitions March 1, 2022 to (unaudited) Revenues $ 12,514 Direct cost of revenues (15,335 ) Selling, general and administrative expense (14,930 ) Net loss $ (17,752 ) These amounts were included in the accompanying Consolidated Statement of Operations. |
Deposit with Credit Card Proces
Deposit with Credit Card Processor | 9 Months Ended |
Sep. 30, 2022 | |
Deposit with 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 |
Leases
Leases | 9 Months Ended |
Sep. 30, 2022 | |
Leases | |
Leases | 5. Leases 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 fiscal 2019, the Company executed lease agreements and as a result, recorded ROU assets and liabilities of approximately $ 368,000 As of December 31, 2021, the ROU assets were $ 219,739 85,533 134,206 As of December 31, 2021, ROU lease liabilities were $ 222,096 81,296 140,800 113,675 |
Convertible Debt Assumed Upon R
Convertible Debt Assumed Upon Reverse Merger - Past Due | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Convertible Debt Assumed Upon Reverse Merger - Past Due | 6. Convertible Debt Assumed Upon Reverse Merger - Past Due Convertible debt assumed upon reverse merger consists of the following at September 30, 2022 and December 31, 2021: Schedule of Convertible Debt September 30, December 31, 2022 2021 Total principal balance $ 20,000 $ 20,000 Accrued interest 16,387 11,537 Total principal and accrued interest $ 36,387 $ 31,537 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 22 20,000 16,387 11,537 1.50 24,258 |
Acquisition Notes Payable
Acquisition Notes Payable | 9 Months Ended |
Sep. 30, 2022 | |
Acquisition Notes Payable | |
Acquisition Notes Payable | 7. Acquisition Notes Payable Acquisition notes payable consists of the following at September 30, 2022 and December 31, 2021: Schedule of Acquisition Notes Payable September 30, December 31, 2022 2021 GameIQ acquisition note payable $ 127,788 $ - Restaurant.com acquisition note payable 1,500,000 1,500,000 Total principal balance 1,627,778 1,500,000 Accrued interest 229,550 162,300 Total principal and accrued interest 1,857,328 1,662,300 Less current portion (1,762,905 ) - Non-current portion $ 94,424 $ 1,662,300 GameIQ Acquisition Note Payable On February 1, 2022, notes payable for the purchase of GameIQ was issued to two holders, one for $ 78,813 62,101 1 February 1, 2025 During the nine months ended September 31, 2022, the Company made principal payments of $ 13,136 127,788 481 Restaurant.com Note Payable Pursuant to the terms of the acquisition 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 March 1, 2023 6 As of September 30, 2022 and December 31, 2021, the note payable had a principal balance outstanding of $ 1,500,000 229,069 162,300 |
Government Assistance Notes Pay
Government Assistance Notes Payable | 9 Months Ended |
Sep. 30, 2022 | |
Government Assistance Notes Payable | |
Government Assistance Notes Payable | 8. Government Assistance Notes Payable Government Assistance Notes Payable consists of the following at September 30, 2022, and December 31, 2021: Schedule of Notes Payable September 30, December 31, 2022 2021 Paycheck Protection Loan $ - $ 1,025,535 Economic Injury/Disaster Loans 664,500 650,000 Total principal balance 664,500 1,675,535 Accrued interest 39,259 25,321 Total principal and accrued interest 703,759 1,700,856 Less current portion (11,359 ) (11,115 ) Non-current portion $ 692,400 $ 1,689,741 Paycheck Protection Note Payable On March 22, 2021, the Company received loan proceeds of $ 1,025,535 March 2026 1 Effective February 28, 2022, the Company received formal notice that the note payable, including accrued interest of $ 9,743 1,025,535 Economic Injury Disaster Loans (EIDL): On June 17, 2020, the Company received $ 150,000 350,000 150,000 14,500 900 The loans bear interest at 3.75 3,500 30 664,500 39,259 25,321 |
Stockholder_s Deficit
Stockholder’s Deficit | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
Stockholder’s Deficit | 9. Stockholder’s Deficit Preferred Stock The Company is authorized to issue a total of 10,000,000 0.001 no Common Stock The Company is authorized to issue a total of 750,000,000 0.001 14,152,378 12,879,428 Common Stock Transactions Issuance of Common Stock to Directors During the nine months ended September 30, 2022, the Company granted 720,000 360,000 0.50 240,000 190,000 170,000 Issuance of Restricted Stock to Employees During the nine months ended September 30, 2022, the Company granted 150,500 75,250 0.50 83,833 51,453 23,797 Issuance of Common Stock for Services During the nine months ended September 30, 2022, the Company issued 223,117 230,508 During the nine months ended September 30, 2021, the Company issued 805,346 2,164,000 Issuance of Common Stock for Acquisition of GameIQ During the nine months ended September 30, 2022, the Company issued 600,000 300,000 0.50 Issuance of Common Stock for Cash During the nine months ended September 30, 2022, the Company received proceeds of $ 250,000 100,000 2.50 During the nine months ended September 30, 2021, the Company received proceeds of $ 1,958,466 21,686 845,758 2.32 Issuance of Common Stock for Settlement of Vendor Balance During the nine months ended September 30, 2022, the Company issued 26,000 36,400 65,000 28,600 Issuance of Common Stock for Note Payable Extension During the nine months ended September 30, 2021, the Company issued 3,000 7,500 Summary of Stock Options A summary of stock options for the nine months ended September 30, 2022, is as follows: Summary of Stock Options Weighted Balance outstanding, December 31, 2021 187,116 12.38 Options granted 461,000 1.43 Options exercised - - Options expired or forfeited - - Balance outstanding, September 30, 2022 648,116 $ 4.59 Balance exercisable, September 30, 2022 439,162 $ 6.10 On February 28, 2022, the Company, pursuant to the terms of its 2019 Stock Incentive Plan, approved options exercisable into 461,000 461,000 60,000 1.00 33 33 400,000 1.50 160,000 10,000 The stock options are exercisable at a weighted average price of $ 1.25 seven years 243,000 0.53 4.50 270 0 1.81 During the nine months ended September 30, 2022, the Company recognized $ 138,223 104,777 The weighted average remaining contractual life of common stock options outstanding and exercisable at September 30, 2022 was 6.57 2.05 316,050 439,162 Summary of Warrants A summary of warrants for the nine months ended September 30, 2022, is as follows: Summary of Warrants Weighted Balance outstanding, December 31, 2021 20,667 $ 9.00 Warrants expired or forfeited (20,667 ) 9.00 Balance outstanding, September 30, 2022 - $ - Balance exercisable, September 30, 2022 - $ - |
Contingencies
Contingencies | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contingencies | 10. Contingencies 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 $ 60,000 195,000 195,000 24,000 150,000 69,000 69,000 |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements are unaudited and include the accounts of the Company and its wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. These unaudited consolidated financial statements have been prepared on the accrual basis of accounting and in accordance with generally accepted accounting principles (“GAAP”) in the United States. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Those estimates and assumptions include estimates for reserves of uncollectible accounts receivable, impairment testing of recorded long-term tangible and intangible assets, the valuation allowance for deferred tax assets, accruals for potential liabilities, assumptions made in valuing stock instruments issued for services, and assumptions used in valuing equity instruments granted for services, and assumptions used in the determination of the Company’s liquidity. |
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 on-line websites that sells 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, we also generate 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 We derive our revenue from transactions in which we sell discount certificates for restaurants on behalf of third-party restaurants. Approximately 9-13 days each month we email our customers offers for restaurant discounts based on location and personal preferences. Consumers also access our deals directly through our websites and mobile applications. A typical restaurant discount deal might offer a $ 25 50 Sale of Travel, Vacation and Merchandise We also derive revenue from transactions in which we sell complimentary 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 us and redeem them with our merchant partners. Approximately 9-13 days each month we email our customers offers for discounted experiences and products based on location and personal preferences. Consumers also access our deals directly through our websites and mobile applications. Those discounted experiences and products generally involve a customer’s purchase of a voucher through one of our 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 us to our partners. Advertising Revenues We also have 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. We generate 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 statement and/or proceeds from the third party partners. In the following table, revenue is disaggregated by our divisions and type of revenue for the three months ended September 30, 2022 and 2021: Schedule of Disaggregation of Revenue Sales Channels Restaurant Coupons Sale of Advertising Total Three Months Ended September 30, 2022 Business to consumer (B2C) $ 158,564 $ 69,733 $ 44,704 $ 273,001 Business to business (B2B) 547,357 - - 547,357 Other 4,389 - - 4,389 Total $ 710,310 $ 69,733 $ 44,704 $ 824,747 Three Months Ended September 30, 2021 Business to consumer (B2C) $ 191,526 $ 81,273 $ 50,162 $ 322,961 Business to business (B2B) 517,018 - - 517,018 Other 7,407 - - 7,407 Total $ 735,951 $ 81,273 $ 50,162 $ 847,386 In the following table, revenue is disaggregated by our divisions and type of revenue for the nine months ended September 30, 2022 and 2021: Sales Channels Restaurant Coupons Sale of Travel, Vacation and Merchandise Advertising Total Nine Months Ended September 30, 2022 Business to consumer (B2C) $ 513,578 $ 219,334 $ 136,166 $ 869,078 Business to business (B2B) 2,501,066 - - 2,501,066 Other 25,537 - - 25,537 Total $ 3,040,181 $ 219,334 $ 136,166 $ 3,395,681 Nine Months Ended September 30, 2021 Business to consumer (B2C) $ 599,044 $ 250,429 $ 133,285 $ 982,758 Business to business (B2B) 1,429,844 - - 1,429,844 Other 34,045 - - 34,045 Total $ 2,062,933 $ 250,429 $ 133,285 $ 2,446,647 |
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 September 30, 2022 and 2021, 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. Schedule of Anti-dilutive Securities Excluded from Computation of Earning Loss Per Share September 30, 2022 September 30, 2021 Convertible notes payable 24,258 19,286 Common stock issuable 383,343 383,343 Common stock warrants - 54,000 Common stock options 648,116 187,108 Total 1,055,717 643,737 |
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. |
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 nine months ended September 30, 2022 and 2021, advertising costs were $ 359,987 513,539 |
Concentrations | Concentrations Revenues. 10 33 |
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. |
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 reviews 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. On February 28, 2022, the Company recorded a provisional intangible assets of $ 443,509 While we have concluded that a triggering event did not occur during the nine months ended September 30, 2022, a worsening of the severity of the COVID-19 pandemic as well as inflationary pressure to our customers could result in future intangible asset impairment charges. We will continue to monitor the effects of these events on our business, and review for impairment indicators as necessary in the upcoming months. |
Operating Segments | Operating Segments Management has determined that the Company has one 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 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 equity 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. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Schedule of Disaggregation of Revenue | In the following table, revenue is disaggregated by our divisions and type of revenue for the three months ended September 30, 2022 and 2021: Schedule of Disaggregation of Revenue Sales Channels Restaurant Coupons Sale of Advertising Total Three Months Ended September 30, 2022 Business to consumer (B2C) $ 158,564 $ 69,733 $ 44,704 $ 273,001 Business to business (B2B) 547,357 - - 547,357 Other 4,389 - - 4,389 Total $ 710,310 $ 69,733 $ 44,704 $ 824,747 Three Months Ended September 30, 2021 Business to consumer (B2C) $ 191,526 $ 81,273 $ 50,162 $ 322,961 Business to business (B2B) 517,018 - - 517,018 Other 7,407 - - 7,407 Total $ 735,951 $ 81,273 $ 50,162 $ 847,386 In the following table, revenue is disaggregated by our divisions and type of revenue for the nine months ended September 30, 2022 and 2021: Sales Channels Restaurant Coupons Sale of Travel, Vacation and Merchandise Advertising Total Nine Months Ended September 30, 2022 Business to consumer (B2C) $ 513,578 $ 219,334 $ 136,166 $ 869,078 Business to business (B2B) 2,501,066 - - 2,501,066 Other 25,537 - - 25,537 Total $ 3,040,181 $ 219,334 $ 136,166 $ 3,395,681 Nine Months Ended September 30, 2021 Business to consumer (B2C) $ 599,044 $ 250,429 $ 133,285 $ 982,758 Business to business (B2B) 1,429,844 - - 1,429,844 Other 34,045 - - 34,045 Total $ 2,062,933 $ 250,429 $ 133,285 $ 2,446,647 |
Schedule of Anti-dilutive Securities Excluded from Computation of Earning Loss Per Share | At September 30, 2022 and 2021, 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. Schedule of Anti-dilutive Securities Excluded from Computation of Earning Loss Per Share September 30, 2022 September 30, 2021 Convertible notes payable 24,258 19,286 Common stock issuable 383,343 383,343 Common stock warrants - 54,000 Common stock options 648,116 187,108 Total 1,055,717 643,737 |
Acquisition of GameIQ (Tables)
Acquisition of GameIQ (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Business Acquisition [Line Items] | |
Schedule of Fair Value of Assets Acquired and Liabilities Assumed | The following is a provisional allocation of the purchase price as determined by the Company’s management. The Company determined that the entire purchase price be allocated to acquired software and technology. The following table summarizes the assets acquired, liabilities assumed and provisional purchase price allocation: Schedule of Fair Value of Assets Acquired and Liabilities Assumed Fair Value Consideration paid: Notes payable $ 140,914 Government assistance note payable and accrued interest (EIDL) 15,400 Common stock ( 600,000 0.50 300,000 Total consideration paid $ 456,314 Provisional Purchase price allocation Acquired assets (cash) $ 12,805 Acquired software and technology 443,509 Total purchase price $ 456,314 |
Schedule of Finite-Lived Intangible Assets | Schedule of Finite-Lived Intangible Assets Assigned Life September 30, Intangible Assets Acquired software and technology 24 443,509 Intangible assets, gross 443,509 Accumulated amortization (86,667 ) Total acquired software and technology, net of amortization $ 356,842 |
Schedule of Future Amortization Expense | Schedule of Future Amortization Expense Year Ending Amortization 2022 (remaining) $ 98,129 2023 221,754 2024 36,959 Total $ 356,842 |
Schedule of Pro Forma Statements of Operations | Schedule of Pro Forma Statements of Operations Nine Month Ended September 30, 2022 2021 (Proforma, (Proforma, Revenues $ 3,400,253 $ 1,610,648 Operating expenses Direct cost of revenues 637,992 213,221 Selling, general and administrative expenses 4,245,233 5,223,794 Amortization of intangible assets 61,905 484,574 Total operating expenses 4,945,130 5,921,589 Loss from operations (1,544,877 ) (4,310,941 ) Other income Other income 1,037,998 573,443 Total Other income 1,037,998 573,443 Net loss $ (506,879 ) $ (3,737,498 ) |
GameIQ Acquisition Corp., Inc [Member] | |
Business Acquisition [Line Items] | |
Schedule of Provisions of Operations Subsequent Acquisitions | Pursuant to the provisions of ASC 805, the following results of operations of GameIQ subsequent to the acquisitions are as follows: Schedule of Provisions of Operations Subsequent Acquisitions March 1, 2022 to (unaudited) Revenues $ 12,514 Direct cost of revenues (15,335 ) Selling, general and administrative expense (14,930 ) Net loss $ (17,752 ) |
Convertible Debt Assumed Upon_2
Convertible Debt Assumed Upon Reverse Merger - Past Due (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Convertible Debt | Convertible debt assumed upon reverse merger consists of the following at September 30, 2022 and December 31, 2021: Schedule of Convertible Debt September 30, December 31, 2022 2021 Total principal balance $ 20,000 $ 20,000 Accrued interest 16,387 11,537 Total principal and accrued interest $ 36,387 $ 31,537 |
Acquisition Notes Payable (Tabl
Acquisition Notes Payable (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Acquisition Notes Payable | |
Schedule of Acquisition Notes Payable | Acquisition notes payable consists of the following at September 30, 2022 and December 31, 2021: Schedule of Acquisition Notes Payable September 30, December 31, 2022 2021 GameIQ acquisition note payable $ 127,788 $ - Restaurant.com acquisition note payable 1,500,000 1,500,000 Total principal balance 1,627,778 1,500,000 Accrued interest 229,550 162,300 Total principal and accrued interest 1,857,328 1,662,300 Less current portion (1,762,905 ) - Non-current portion $ 94,424 $ 1,662,300 |
Government Assistance Notes P_2
Government Assistance Notes Payable (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Government Assistance Notes Payable | |
Schedule of Notes Payable | Government Assistance Notes Payable consists of the following at September 30, 2022, and December 31, 2021: Schedule of Notes Payable September 30, December 31, 2022 2021 Paycheck Protection Loan $ - $ 1,025,535 Economic Injury/Disaster Loans 664,500 650,000 Total principal balance 664,500 1,675,535 Accrued interest 39,259 25,321 Total principal and accrued interest 703,759 1,700,856 Less current portion (11,359 ) (11,115 ) Non-current portion $ 692,400 $ 1,689,741 |
Stockholder_s Deficit (Tables)
Stockholder’s Deficit (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
Summary of Stock Options | A summary of stock options for the nine months ended September 30, 2022, is as follows: Summary of Stock Options Weighted Balance outstanding, December 31, 2021 187,116 12.38 Options granted 461,000 1.43 Options exercised - - Options expired or forfeited - - Balance outstanding, September 30, 2022 648,116 $ 4.59 Balance exercisable, September 30, 2022 439,162 $ 6.10 |
Summary of Warrants | A summary of warrants for the nine months ended September 30, 2022, is as follows: Summary of Warrants Weighted Balance outstanding, December 31, 2021 20,667 $ 9.00 Warrants expired or forfeited (20,667 ) 9.00 Balance outstanding, September 30, 2022 - $ - Balance exercisable, September 30, 2022 - $ - |
Basis of Presentation (Details
Basis of Presentation (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Jun. 30, 2022 | Dec. 31, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||||||
Net loss | $ 566,911 | $ 684,358 | $ 1,555,849 | $ 4,696,816 | ||||
Net cash used in operations | 717,244 | 1,294,711 | ||||||
Shareholders' deficit | 2,341,006 | $ 2,189,253 | 2,341,006 | $ 2,189,253 | $ 1,817,371 | $ 3,019,739 | $ 1,528,283 | $ 2,605,359 |
Cash | $ 1,462,750 | $ 1,462,750 | $ 1,930,325 |
Schedule of Disaggregation of R
Schedule of Disaggregation of Revenue (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Product Information [Line Items] | ||||
Revenue | $ 824,747 | $ 847,386 | $ 3,395,681 | $ 2,446,647 |
Sales Channel, Directly to Consumer [Member] | ||||
Product Information [Line Items] | ||||
Revenue | 273,001 | 322,961 | 869,078 | 982,758 |
Business to Business [Member] | ||||
Product Information [Line Items] | ||||
Revenue | 547,357 | 517,018 | 2,501,066 | 1,429,844 |
Other [Member] | ||||
Product Information [Line Items] | ||||
Revenue | 4,389 | 7,407 | 25,537 | 34,045 |
Restaurant Coupons [Member] | ||||
Product Information [Line Items] | ||||
Revenue | 710,310 | 735,951 | 3,040,181 | 2,062,933 |
Restaurant Coupons [Member] | Sales Channel, Directly to Consumer [Member] | ||||
Product Information [Line Items] | ||||
Revenue | 158,564 | 191,526 | 513,578 | 599,044 |
Restaurant Coupons [Member] | Business to Business [Member] | ||||
Product Information [Line Items] | ||||
Revenue | 547,357 | 517,018 | 2,501,066 | 1,429,844 |
Restaurant Coupons [Member] | Other [Member] | ||||
Product Information [Line Items] | ||||
Revenue | 4,389 | 7,407 | 25,537 | 34,045 |
Sale of Travel, Vacation and Merchandise [Member] | ||||
Product Information [Line Items] | ||||
Revenue | 69,733 | 81,273 | 219,334 | 250,429 |
Sale of Travel, Vacation and Merchandise [Member] | Sales Channel, Directly to Consumer [Member] | ||||
Product Information [Line Items] | ||||
Revenue | 69,733 | 81,273 | 219,334 | 250,429 |
Sale of Travel, Vacation and Merchandise [Member] | Business to Business [Member] | ||||
Product Information [Line Items] | ||||
Revenue | ||||
Sale of Travel, Vacation and Merchandise [Member] | Other [Member] | ||||
Product Information [Line Items] | ||||
Revenue | ||||
Advertising [Member] | ||||
Product Information [Line Items] | ||||
Revenue | 44,704 | 50,162 | 136,166 | 133,285 |
Advertising [Member] | Sales Channel, Directly to Consumer [Member] | ||||
Product Information [Line Items] | ||||
Revenue | 44,704 | 50,162 | 136,166 | 133,285 |
Advertising [Member] | Business to Business [Member] | ||||
Product Information [Line Items] | ||||
Revenue | ||||
Advertising [Member] | Other [Member] | ||||
Product Information [Line Items] | ||||
Revenue |
Schedule of Anti-dilutive Secur
Schedule of Anti-dilutive Securities Excluded from Computation of Earning Loss Per Share (Details) - shares | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 1,055,717 | 643,737 |
Convertible Debt Securities [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 24,258 | 19,286 |
Common Stock Issuable [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 383,343 | 383,343 |
Common Stock Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 54,000 | |
Common Stock Options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 648,116 | 187,108 |
Significant Accounting Polici_4
Significant Accounting Policies (Details Narrative) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2022 USD ($) Integer | Sep. 30, 2021 USD ($) | Feb. 28, 2022 USD ($) | |
Product Information [Line Items] | ||||
Discounted deals on online purchase | $ 25 | |||
Purchase from restaurant | 50 | |||
Advertising expense | $ 359,987 | $ 513,539 | ||
Operating segment | Integer | 1 | |||
Game iQ [Member] | ||||
Product Information [Line Items] | ||||
Intangible asset | $ 443,509 | |||
Customer [Member] | Revenue Benchmark [Member] | Customer Concentration Risk [Member] | ||||
Product Information [Line Items] | ||||
Concentration risk percentage | 10% | |||
One Customer [Member] | Revenue Benchmark [Member] | Customer Concentration Risk [Member] | ||||
Product Information [Line Items] | ||||
Concentration risk percentage | 33% |
Schedule of Fair Value of Asset
Schedule of Fair Value of Assets Acquired and Liabilities Assumed (Details) | Jan. 31, 2022 USD ($) |
Business Acquisition [Line Items] | |
Acquired assets (cash) | $ 12,805 |
Acquired software and technology | 443,509 |
Total purchase price | 456,314 |
GameIQ Acquisition Corp., Inc [Member] | |
Business Acquisition [Line Items] | |
Notes payable | 140,914 |
Government assistance note payable and accrued interest (EIDL) | 15,400 |
Common stock (600,000 shares of common stock at $0.50 per share) | 300,000 |
Total consideration paid | $ 456,314 |
Schedule of Fair Value of Ass_2
Schedule of Fair Value of Assets Acquired and Liabilities Assumed (Details) (Parenthetical) - GameIQ Acquisition Corp., Inc [Member] | Jan. 31, 2022 $ / shares shares |
Business Acquisition [Line Items] | |
Number of stock issued | shares | 600,000 |
Price per share | $ / shares | $ 0.50 |
Schedule of Finite-Lived Intang
Schedule of Finite-Lived Intangible Assets (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | |
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | $ 443,509 | |
Intangible asset assigned life | 2 years | |
Accumulated amortization | $ (86,667) | |
Total acquired software and technology, net of amortization | 356,842 | |
Software and Technology [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | $ 443,509 | |
Intangible asset assigned life | 24 months |
Schedule of Future Amortization
Schedule of Future Amortization Expense (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Business Combination and Asset Acquisition [Abstract] | ||
2022 (remaining) | $ 98,129 | |
2023 | 221,754 | |
2024 | 36,959 | |
Total acquired software and technology, net of amortization | $ 356,842 |
Schedule of Pro Forma Statement
Schedule of Pro Forma Statements of Operations (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Business Combination and Asset Acquisition [Abstract] | ||
Revenues | $ 3,400,253 | $ 1,610,648 |
Operating expenses | ||
Direct cost of revenues | 637,992 | 213,221 |
Selling, general and administrative expenses | 4,245,233 | 5,223,794 |
Amortization of intangible assets | 61,905 | 484,574 |
Total operating expenses | 4,945,130 | 5,921,589 |
Loss from operations | (1,544,877) | (4,310,941) |
Other income | ||
Other income | 1,037,998 | 573,443 |
Total Other income | 1,037,998 | 573,443 |
Net loss | $ (506,879) | $ (3,737,498) |
Schedule of Provisions of Opera
Schedule of Provisions of Operations Subsequent Acquisitions (Details) - USD ($) | 3 Months Ended | 7 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | |
Business Acquisition [Line Items] | |||||
Revenues | $ 824,747 | $ 847,386 | $ 3,395,681 | $ 2,446,647 | |
Selling, general and administrative expense | (1,315,716) | (1,298,982) | (4,227,766) | (6,364,348) | |
Net loss | $ (596,342) | $ (712,721) | $ (517,851) | $ (4,151,736) | |
Game iQ [Member] | |||||
Business Acquisition [Line Items] | |||||
Revenues | $ 12,514 | ||||
Direct cost of revenues | (15,335) | ||||
Selling, general and administrative expense | (14,930) | ||||
Net loss | $ (17,752) |
Acquisition of GameIQ (Details
Acquisition of GameIQ (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||||
Jan. 31, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Feb. 28, 2022 | Feb. 01, 2022 | |
Business Acquisition [Line Items] | |||||||
Intangible asset assigned life | 2 years | ||||||
Amortization expense | $ 37,144 | $ 144,000 | $ 86,668 | $ 480,000 | |||
GameIQ Acquisition Corp., Inc [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Notes payable | $ 140,914 | ||||||
Bearing interest | 1% | 1% | |||||
Share price | $ 0.50 | $ 0.50 | |||||
Restricted Stock [Member] | GameIQ Acquisition Corp., Inc [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Restricted shares issued | 600,000 | ||||||
Fair value of common stock | $ 300,000 |
Deposit with Credit Card Proc_2
Deposit with Credit Card Processor (Details Narrative) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Outstanding security deposit | $ 87,237 | $ 87,237 |
Leases (Details Narrative)
Leases (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2019 | Dec. 31, 2021 | |
Leases | |||
Payments for rent | $ 368,000 | ||
Operating lease right-of-use assets | $ 134,206 | $ 219,739 | |
Changes in operating lease right of use asset | 85,533 | ||
Operating lease liabilities | 140,800 | 222,096 | |
Operating lease payments | 81,296 | ||
Operating lease liability, current portion | $ 113,675 | $ 110,499 |
Schedule of Convertible Debt (D
Schedule of Convertible Debt (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Short-Term Debt [Line Items] | ||
Total principal and accrued interest | $ 36,387 | $ 31,537 |
Convertible Debt [Member] | ||
Short-Term Debt [Line Items] | ||
Total principal balance | 20,000 | 20,000 |
Accrued interest | 16,387 | 11,537 |
Total principal and accrued interest | $ 36,387 | $ 31,537 |
Convertible Debt Assumed Upon_3
Convertible Debt Assumed Upon Reverse Merger - Past Due (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | |
Convertible Debt [Member] | ||
Debt Instrument [Line Items] | ||
Convertible debt assumed transaction principal balance outstanding | $ 20,000 | $ 20,000 |
Interest payable | 16,387 | 11,537 |
Merger Agreement [Member] | Convertible Debt [Member] | ||
Debt Instrument [Line Items] | ||
Convertible debt assumed transaction principal balance outstanding | 20,000 | |
Interest payable | $ 16,387 | $ 11,537 |
Shares issued price per share | $ 1.50 | |
Convertible of common shares | shares | 24,258 | |
Minimum [Member] | Merger Agreement [Member] | ||
Debt Instrument [Line Items] | ||
Debt interest rate | 8% | |
Maximum [Member] | Merger Agreement [Member] | ||
Debt Instrument [Line Items] | ||
Debt interest rate | 22% |
Schedule of Acquisition Notes P
Schedule of Acquisition Notes Payable (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
GameIQ Acquisition Corp., Inc [Member] | ||
Short-Term Debt [Line Items] | ||
Principal balance | $ 127,788 | |
Accrued interest | 481 | |
Acquisition Note Payable [Member] | ||
Short-Term Debt [Line Items] | ||
Principal balance | 1,627,778 | $ 1,500,000 |
Accrued interest | 229,550 | 162,300 |
Total principal and accrued interest | 1,857,328 | 1,662,300 |
Less current portion | (1,762,905) | |
Non-current portion | 94,424 | 1,662,300 |
Acquisition Note Payable [Member] | GameIQ Acquisition Corp., Inc [Member] | ||
Short-Term Debt [Line Items] | ||
Principal balance | 127,788 | |
Acquisition Note Payable [Member] | Restaurant.com, Inc. [Member] | ||
Short-Term Debt [Line Items] | ||
Principal balance | $ 1,500,000 | $ 1,500,000 |
Acquisition Notes Payable (Deta
Acquisition Notes Payable (Details Narrative) - USD ($) | 9 Months Ended | |||||
Feb. 01, 2022 | Jan. 31, 2022 | Mar. 01, 2020 | Sep. 30, 2022 | Mar. 01, 2022 | Dec. 31, 2021 | |
Restructuring Cost and Reserve [Line Items] | ||||||
Accrued interest payable | $ 39,259 | $ 25,321 | ||||
Restaurant.com Acquisition Note Payable [Member] | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Interest rate | 6% | |||||
Maturity date | Mar. 01, 2023 | |||||
Total principal balance | $ 1,500,000 | 1,500,000 | 1,500,000 | |||
Accrued interest payable | 229,069 | $ 162,300 | ||||
GameIQ Acquisition Corp., Inc [Member] | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Business combination consideration transferred | $ 140,914 | |||||
Interest rate | 1% | 1% | ||||
Maturity date | Feb. 01, 2025 | |||||
Debt instrument face amount | 13,136 | |||||
Total principal balance | 127,788 | |||||
Accrued interest payable | $ 481 | |||||
GameIQ Acquisition Corp., Inc [Member] | Holder One [Member] | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Business combination consideration transferred | $ 78,813 | |||||
GameIQ Acquisition Corp., Inc [Member] | Holder Two [Member] | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Business combination consideration transferred | $ 62,101 |
Schedule of Notes Payable (Deta
Schedule of Notes Payable (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Financing Receivable, Credit Quality Indicator [Line Items] | ||
Total principal balance | $ 664,500 | $ 1,675,535 |
Accrued interest | 39,259 | 25,321 |
Total principal and accrued interest | 703,759 | 1,700,856 |
Less current portion | (11,359) | (11,115) |
Non-current portion | 692,400 | 1,689,741 |
Paycheck Protection Loan [Member] | ||
Financing Receivable, Credit Quality Indicator [Line Items] | ||
Total principal balance | 1,025,535 | |
Economic Injury Disaster Loans [Member] | ||
Financing Receivable, Credit Quality Indicator [Line Items] | ||
Total principal balance | $ 664,500 | $ 650,000 |
Government Assistance Notes P_3
Government Assistance Notes Payable (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||||||||
Jul. 14, 2021 | Mar. 22, 2021 | Jul. 21, 2020 | Jun. 17, 2020 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Feb. 28, 2022 | Dec. 31, 2021 | |
Financing Receivable, Credit Quality Indicator [Line Items] | ||||||||||
Forgiveness of notes payable | $ 1,025,535 | $ 648,265 | ||||||||
Paycheck Protection Program Second Draw [Member] | ||||||||||
Financing Receivable, Credit Quality Indicator [Line Items] | ||||||||||
Accrued interest | $ 9,743 | |||||||||
Paycheck Protection Program Second Draw [Member] | SBA [Member] | ||||||||||
Financing Receivable, Credit Quality Indicator [Line Items] | ||||||||||
Proceeds from loans | $ 1,025,535 | |||||||||
Debt instrument maturity date, description | March 2026 | |||||||||
Bearing interest | 1% | |||||||||
Economic Injury Disaster Loans [Member] | ||||||||||
Financing Receivable, Credit Quality Indicator [Line Items] | ||||||||||
Bearing interest | 3.75% | |||||||||
Accrued interest | 39,259 | 39,259 | $ 25,321 | |||||||
Repayment of principal and interest in notes payable | $ 3,500 | |||||||||
Debt instrument term | 30 years | |||||||||
Notes payable outstanding | $ 664,500 | $ 664,500 | $ 664,500 | |||||||
Economic Injury Disaster Loans [Member] | SBA [Member] | ||||||||||
Financing Receivable, Credit Quality Indicator [Line Items] | ||||||||||
Proceeds from loans | $ 350,000 | $ 150,000 | $ 150,000 | |||||||
Accrued interest | 900 | |||||||||
Total principal balance | $ 14,500 |
Summary of Stock Options (Detai
Summary of Stock Options (Details) - $ / shares | 9 Months Ended | |
Feb. 28, 2022 | Sep. 30, 2022 | |
Equity [Abstract] | ||
Number of Options beginning balance outstanding | $ 187,116 | |
Weighted Average Exercise Price Options begining balance outstanding | 12.38 | |
Number of Options, granted | 461,000 | |
Weighted Average Exercise Price, Options granted | 1.43 | |
Number of Options, exercised | ||
Weighted Average Exercise Price, Options exercised | ||
Number of Options expired or forfeited | ||
Weighted Average Exercise Price, Options expired or forfeited | $ 1.25 | |
Number of Options ending balance outstanding | 648,116 | |
Weighted Average Exercise Price Options ending balance outstanding | 4.59 | |
Number of Options balance exercisable | 439,162 | |
Weighted Average Exercise Price Options balance exercisable | $ 6.10 |
Summary of Warrants (Details)
Summary of Warrants (Details) | 9 Months Ended |
Sep. 30, 2022 $ / shares shares | |
Equity [Abstract] | |
Number of Warrants beginning balance outstanding | shares | 20,667 |
Weighted Average Exercise Price Warrants begining balance outstanding | $ 9 |
Number of Warrants expired or forfeited | (20,667) |
Weighted Average Exercise Price, Warrants expired or forfeited | $ 9 |
Number of Warrants ending balance outstanding | shares | |
Weighted Average Exercise Price Optoins ending balance outstanding | |
Number of Warrants balance exercisable | |
Weighted Average Exercise Price Warrants balance exercisable |
Stockholder_s Deficit (Details
Stockholder’s Deficit (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Feb. 28, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Subsidiary, Sale of Stock [Line Items] | ||||||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 | |||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | |||
Preferred stock, shares issued | 0 | 0 | 0 | |||
Preferred stock, shares outstanding | 0 | 0 | 0 | |||
Common stock, shares authorized | 750,000,000 | 750,000,000 | 750,000,000 | |||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | |||
Common stock, shares issued | 14,152,378 | 14,152,378 | 12,879,428 | |||
Common stock, shares outstanding | 14,152,378 | 14,152,378 | 12,879,428 | |||
Fair value of shares issued for services | $ 19,999 | $ (8,249) | $ 230,508 | $ 2,164,000 | ||
Proceeds from public offering | $ 250,000 | 1,958,466 | ||||
Stock issued during period, shares, for vendor balance | 26,000 | |||||
Stock issued during period,value, for vendor balance | $ 36,400 | |||||
Extinguishment of debt, vendor | 65,000 | |||||
Gain on vendor settlement | $ 28,600 | |||||
Stock issued during period, shares, note payable extension | 3,000 | |||||
Stock issued during period, value, note payable extension | $ 7,500 | |||||
Share-based payment award, options, exercises in period | 400,000 | |||||
Weighted average exercise price | $ 1.50 | |||||
Weighted average exercise price | $ 1.25 | |||||
Stock options expiration term | 7 years | |||||
Share-based payment award, options, vested in period, fair value | $ 243,000 | |||||
Weighted average grant date fair value, per share | $ 0.53 | |||||
Share-based payment award, fair value assumptions, expected term | 4 years 6 months | 6 years 6 months 25 days | ||||
Share-based payment award, fair value assumptions, expected volatility rate | 270% | |||||
Share-based payment award, fair value assumptions, expected dividend rate | 0% | |||||
Share-based payment award, fair value assumptions, expected term | 1.81% | |||||
Fair value of vested options | $ 138,223 | 437,876 | ||||
Share-based payment arrangement | $ 104,777 | |||||
Share-based payment award, fair value assumptions, exercise price | $ 2.05 | $ 2.05 | ||||
Exercisable common stock options | $ 316,050 | $ 316,050 | ||||
Un-exercisable common stock options | $ 439,162 | 439,162 | ||||
March 1, 2022 [Member] | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Share-based payment award, options, vested and expected to vest, outstanding, number | 160,000 | |||||
April 1, 2022 [Member] | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Share-based payment award, options, vested and expected to vest, outstanding, number | 10,000 | |||||
2019 Stock Incentive Plan [Member] | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Share-based payment award, options, exercises in period | 461,000 | |||||
Stock issued during period, shares, employee stock ownership plan | 60,000 | |||||
Weighted average exercise price | $ 1 | |||||
Share-based payment award, award vesting rights, percentage | 33% | |||||
IPO [Member] | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Proceeds from public offering | $ 250,000 | $ 1,958,466 | ||||
Sale of common stock shares | 100,000 | 845,758 | ||||
Sale price per share | $ 2.50 | $ 2.32 | $ 2.50 | $ 2.32 | ||
Offering costs | $ 21,686 | $ 21,686 | ||||
Game iQ [Member] | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Share price | 0.50 | $ 0.50 | ||||
Issuance of common stock for acquisition, shares | 600,000 | |||||
Issuance of common stock for acquisition | $ 300,000 | |||||
Director [Member] | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Issuance of common stock granted, shares | 720,000 | |||||
Fair value of common stock granted | $ 360,000 | |||||
Share price | $ 0.50 | $ 0.50 | ||||
Number of shares issued for services | 240,000 | |||||
Fair value of shares issued for services | $ 190,000 | |||||
Unvested compensation | $ 170,000 | $ 170,000 | ||||
Employees [Member] | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Share price | $ 0.50 | $ 0.50 | ||||
Unvested compensation | $ 23,797 | $ 23,797 | ||||
Issuance of restricted stock, shares | 150,500 | |||||
Fair value of restricted stock granted | $ 75,250 | |||||
Restricted stock issued for service, shares | 83,833 | |||||
Fair value of restricted stock issued for service | $ 51,453 | |||||
Consultants for Services [Member] | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Number of shares issued for services | 223,117 | 805,346 | ||||
Fair value of shares issued for services | $ 230,508 | $ 2,164,000 |
Contingencies (Details Narrativ
Contingencies (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||||
Jan. 28, 2022 | Feb. 03, 2021 | Apr. 17, 2019 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |||||||
Return for shares of uBid common stock | $ 60,000 | $ 1,958,466 | |||||
Advertising and endorsement services | $ 195,000 | ||||||
Accrued bonuses, current | $ 195,000 | ||||||
Legal fees | $ 24,000 | ||||||
Final litigation settlement, expense | $ 150,000 | $ 69,000 | |||||
Gain litigation settlement, expense | $ 69,000 |