Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Feb. 28, 2023 | Jun. 30, 2022 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Fiscal Period Focus | FY | ||
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 | 1500 West Shure Drive | ||
Entity Address, Address Line Two | Suite 200 | ||
Entity Address, City or Town | Arlington Heights | ||
Entity Address, State or Province | IL | ||
Entity Address, Postal Zip Code | 60004 | ||
City Area Code | (847) | ||
Local Phone Number | 506-9680 | ||
Title of 12(b) Security | Common Stock | ||
Trading Symbol | RSTN | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
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 | true | ||
Entity Shell Company | false | ||
Entity Public Float | $ 9,109,000 | ||
Entity Common Stock, Shares Outstanding | 14,152,378 | ||
Auditor Firm ID | 572 | ||
Auditor Name | Weinberg & Company, P.A | ||
Auditor Location | Los Angeles, California |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash | $ 1,122,958 | $ 1,930,325 |
Accounts receivable | 209,808 | 118,100 |
Deposits with credit card processor | 87,237 | 87,237 |
Prepaid expenses and other current assets | 102,193 | 153,374 |
Total current assets | 1,522,196 | 2,289,036 |
Operating lease right of use asset, net | 52,608 | 219,739 |
Total assets | 1,574,804 | 2,508,775 |
Current liabilities: | ||
Accounts payable | 1,206,615 | 976,605 |
Accrued expenses | 516,882 | 704,715 |
Deferred revenue | 217,311 | 230,405 |
Government assistance notes payable, current portion | 15,217 | 11,115 |
Operating lease liability, current portion | 59,328 | 110,499 |
Convertible debt assumed upon reverse merger, including accrued interest of $17,887 and $11,537 at December 31, 2022 and December 31, 2021, respectively | 37,137 | 31,537 |
Acquisition notes payable, current portion, including accrued interest of $251,507 at December 31, 2022 | 1,798,478 | |
Total current liabilities | 3,850,968 | 2,064,876 |
Operating lease liability, net of current portion | 111,597 | |
Acquisition notes payable, including accrued interest of $687 and $162,300 at December 31, 2022 and December 31, 2021, respectively | 81,494 | 1,662,300 |
Government assistance notes payable, including accrued interest of $45,541 and $25,321 at December 31, 2022 and December 31, 2021, respectively, net of current portion | 691,359 | 1,689,741 |
Total liabilities | 4,623,821 | 5,528,514 |
Commitments and Contingencies | ||
Stockholders’ deficiency: | ||
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 December 31, 2022 and December 31, 2021, respectively | 14,153 | 12,880 |
Additional paid-in-capital | 58,123,246 | 56,875,273 |
Common stock issuable, 383,343 shares | 383,343 | 383,343 |
Accumulated deficit | (61,569,759) | (60,291,235) |
Total stockholders’ deficiency | (3,049,017) | (3,019,739) |
Total liabilities and stockholders’ deficiency | $ 1,574,804 | $ 2,508,775 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Dec. 31, 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 | $ 17,887 | $ 11,537 |
Acquisition Note Payable [Member] | ||
Short-Term Debt [Line Items] | ||
Interest payable current | 251,507 | |
Interest payable non current | 687 | 162,300 |
Government Assistance Note Payable [Member] | ||
Short-Term Debt [Line Items] | ||
Interest payable non current | $ 45,541 | $ 25,321 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | ||
Revenues | $ 4,444,595 | $ 3,323,509 |
Operating expenses: | ||
Costs of revenues | 825,242 | 394,023 |
Selling, general and administrative expenses | 5,462,690 | 7,243,151 |
Amortization of intangible assets | 184,795 | 624,000 |
Write-off of impaired intangible assets | 258,714 | 570,030 |
Total operating expenses | 6,731,441 | 8,831,204 |
Loss from operations | (2,286,846) | (5,507,695) |
Other income (expense): | ||
Interest expense | (114,813) | (124,293) |
Financing costs | (7,500) | |
Gain on legal settlement | 69,000 | |
Gain on vendor settlement | 28,600 | |
Gain from forgiveness of government assistance note payable | 1,025,535 | 648,265 |
Total other (income) expense, net | 1,008,322 | 516,472 |
Net loss | $ (1,278,524) | $ (4,991,223) |
Net loss per share – basic and diluted | $ (0.09) | $ (0.41) |
Weighted average common shares outstanding – basic and diluted | 13,774,292 | 12,277,922 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Deficiency - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Balance | $ (3,019,739) | $ (2,605,359) |
Fair value of vested options | 156,718 | 437,877 |
Issuance of common stock for services | 230,508 | 2,164,000 |
Issuance of common stock for note payable extension | $ 7,500 | |
Issuance of common stock for note payable extension, shares | 3,000 | |
Issuance of common stock for legal settlement | $ 9,000 | |
Issuance of common stock for legal settlement , shares | 8,000 | |
Proceeds from issuance of common stock, net of offering costs | $ 1,958,466 | |
Net loss | (1,278,524) | (4,991,223) |
Issuance of common stock to directors for services | 220,000 | |
Fair value of vested restricted stock units for employees | 55,620 | |
Issuance of common stock for vendor balance | 36,400 | |
Issuance of common stock for cash | 250,000 | |
Issuance of common stock for GameIQ acquisition | 300,000 | |
Balance | (3,049,017) | (3,019,739) |
Preferred Stock [Member] | ||
Balance | ||
Balance, shares | ||
Issuance of common stock for services | ||
Proceeds from issuance of common stock, net of offering costs | ||
Net loss | ||
Issuance of common stock to directors for services | ||
Issuance of common stock for vendor balance | ||
Issuance of common stock for cash | ||
Issuance of common stock for GameIQ acquisition | ||
Balance | ||
Balance, shares | ||
Common Stock [Member] | ||
Balance | $ 12,880 | $ 11,218 |
Balance, shares | 12,879,428 | 11,217,324 |
Fair value of vested options | ||
Issuance of common stock for services | $ 223 | $ 846 |
Issuance of common stock for services, shares | 223,117 | 845,758 |
Issuance of common stock for note payable extension | $ 3 | |
Issuance of common stock for note payable extension, shares | 3,000 | |
Issuance of common stock for legal settlement | $ 8 | |
Issuance of common stock for legal settlement , shares | 8,000 | |
Proceeds from issuance of common stock, net of offering costs | $ 805 | |
Proceeds from issuance of common stock, net of offering costs, Shares | 805,346 | |
Net loss | ||
Issuance of common stock to directors for services | $ 240 | |
Issuance of common stock to directors for services, shares | 240,000 | |
Fair value of vested restricted stock units for employees | $ 84 | |
Fair value of vested restricted stock units for employees, shares | 83,833 | |
Issuance of common stock for vendor balance | $ 26 | |
Issuance of common stock for vendor balance, shares | 26,000 | |
Issuance of common stock for cash | $ 100 | |
Issuance of common stock for cash, shares | 100,000 | |
Issuance of common stock for GameIQ acquisition | $ 600 | |
Issuance of common stock for gameIQ acquisition, shares | 600,000 | |
Balance | $ 14,153 | $ 12,880 |
Balance, shares | 14,152,378 | 12,879,428 |
Common Stock Issuable [Member] | ||
Balance | $ 383,343 | $ 383,343 |
Balance, shares | 383,343 | 383,343 |
Issuance of common stock for services | ||
Proceeds from issuance of common stock, net of offering costs | ||
Net loss | ||
Issuance of common stock to directors for services | ||
Issuance of common stock for cash | ||
Issuance of common stock for GameIQ acquisition | ||
Balance | $ 383,343 | $ 383,343 |
Balance, shares | 383,343 | 383,343 |
Additional Paid-in Capital [Member] | ||
Balance | $ 56,875,273 | $ 52,300,092 |
Fair value of vested options | 156,718 | 437,877 |
Issuance of common stock for services | 230,285 | 2,163,154 |
Issuance of common stock for note payable extension | 7,497 | |
Issuance of common stock for legal settlement | 8,992 | |
Proceeds from issuance of common stock, net of offering costs | 1,957,661 | |
Net loss | ||
Issuance of common stock to directors for services | 219,760 | |
Fair value of vested restricted stock units for employees | 55,536 | |
Issuance of common stock for vendor balance | 36,374 | |
Issuance of common stock for cash | 249,900 | |
Issuance of common stock for GameIQ acquisition | 299,400 | |
Balance | 58,123,246 | 56,875,273 |
Retained Earnings [Member] | ||
Balance | (60,291,235) | (55,300,012) |
Net loss | (1,278,524) | (4,991,223) |
Balance | $ (61,569,759) | $ (60,291,235) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (1,278,524) | $ (4,991,223) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Amortization of intangible assets | 184,795 | 624,000 |
Impairment of intangible assets | 258,714 | 570,030 |
Financing costs | 7,500 | |
Fair value of vested options | 156,718 | 437,877 |
Fair value of vested restricted stock units to employees | 55,620 | |
Fair value of vested restricted stock units to directors | 220,000 | |
Fair value of common stock issued for services | 230,508 | 2,164,000 |
Gain from vendor settlement | (28,600) | |
Gain on legal settlement | (69,000) | |
Gain from forgiveness of government assistance note payable | (1,025,535) | (648,265) |
Change in right of use assets | 113,332 | 112,876 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (91,708) | 179,307 |
Prepaid expenses and other current assets | 51,181 | (35,178) |
Accounts payable | 295,009 | (240) |
Accrued expenses | (118,833) | 183,028 |
Deferred revenue | (13,094) | 230,405 |
Accrued interest payable | 114,815 | 84,547 |
Accrued payroll and advances – related party | (78,000) | |
Operating lease liability | (108,969) | (100,855) |
Net cash used in operating activities | (1,053,571) | (1,260,191) |
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 notes payable – government assistance loans | (3,465) | |
Repayment of bridge note payable | (303,147) | |
Repayment of convertible notes payable | (400,000) | |
Repayment of acquisition obligation | (40,914) | |
Proceeds from notes payable – government assistance loans | 1,375,535 | |
Proceeds from offering | 250,000 | 1,958,466 |
Net cash provided by financing activities | 233,399 | 2,589,940 |
Net increase (decrease) in cash and cash equivalents | (807,367) | 1,329,749 |
Cash and cash equivalents beginning of period | 1,930,325 | 600,576 |
Cash and cash equivalents end of period | 1,122,958 | 1,930,325 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | ||
Interest paid | 6,070 | 39,746 |
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 | |
Termination of operating lease right of use asset and lease liability | $ 53,799 |
Organization and Basis of Prese
Organization and Basis of Presentation | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Basis of Presentation | 1. Organization and Basis of Presentation On March 1, 2020, RDE, Inc. (“RDE”) (formerly known as uBid Holdings, Inc.), a Delaware corporation, including its wholly-owned Delaware operating subsidiary, Restaurant.com, Inc. (collectively, the “Company”), completed an asset purchase agreement with Restaurant.com, Inc., an unrelated Delaware corporation, which was an entity engaged in the business of online marketing for participating restaurants throughout the United States (see Note 3). On September 25, 2020, the Company changed its name from uBid Holdings, Inc. to RDE, Inc. and the Company’s trading symbol was changed from UBID to RSTN to reflect the Company’s new name and new focus on the Restaurant.com business. 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 During the year ended December 31, 2022, the Company incurred a net loss of $ 1,278,524 , utilized cash in operations of $ 1,053,571 , and had a stockholders’ deficiency of $ 3,049,017 as of December 31, 2022. At December 31, 2022, the Company had cash of $ 1,122,958 available to fund its operations, including expansion plans, and to service its debt. The Company anticipates its cash balance will last until approximately November 2023. The Company’s consolidated financial statements have been presented on the basis that it will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The Company has experienced operating losses and negative operating cash flows during 2022 and 2021. The Company has financed its working capital requirements through borrowings from various sources and the sale of its equity securities. The Company’s operations have been significantly and negatively impacted by the COVID-19 pandemic. Due to the uncertain and rapidly evolving nature of current conditions around the world, the Company is unable to predict accurately the impact that the COVID-19 pandemic will have on its business going forward. The Company expects the COVID-19 pandemic and its effects to continue to have a significant adverse impact on its business for the duration of the pandemic and during the subsequent economic recovery, which could be for an extended period of time. As a result, management has concluded that there is substantial doubt about the Company’s ability to continue as a going concern. The Company’s consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. The Company’s ability to continue as a going concern is dependent upon its ability to raise additional debt or equity capital to fund its business activities and to ultimately achieve sustainable operating revenues and profitability. As market conditions present uncertainty as to the Company’s ability to secure additional funds, there can be no assurances that the Company will be able to secure additional financing on acceptable terms, as and when necessary to continue to conduct operations. There is also significant uncertainty as to the effect that the coronavirus may have on the Company’s business plans and the amount and type of financing available to the Company in the future. If the Company is unable to obtain the cash resources necessary to satisfy the Company’s ongoing cash requirements, the Company could be required to scale back its business activities or to discontinue its operations entirely. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Principles of Consolidation The accompanying consolidated financial statements of the Company have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) and include the financial statements of the Company’s wholly-owned operating subsidiary. Intercompany balances and transactions have been eliminated in consolidation. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Some of those judgments can be subjective and complex, and therefore, actual results could differ materially from those estimates under different assumptions or conditions. Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable in relation to the financial statements taken as a whole under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Management regularly evaluates the key factors and assumptions used to develop the estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such evaluations, if deemed appropriate, those estimates are adjusted accordingly. Actual results could differ from those estimates. Significant estimates include those related to assumptions used in accruals for potential liabilities, valuing equity instruments issued for services, impairment of goodwill and finite-lived intangible assets, and the realization of deferred tax assets. Stock-Based Compensation The Company periodically issues share-based awards to employees and non-employees and consultants for services rendered. Stock options vest and expire according to terms established at the issuance date of each grant. Stock grants are measured at the grant date fair value. Stock-based compensation cost is measured at fair value on the grant date and is generally recognized as a charge to operations ratably over the requisite service, or vesting, period. The Company values its equity awards using the Black-Scholes option-pricing model, and accounts for forfeitures when they occur. Use of the Black-Scholes option pricing model requires the input of subjective assumptions, including expected volatility, expected term, and a risk-free interest rate. The expected volatility is based on the historical volatility of the Company’s common stock, calculated utilizing a look-back period approximately equal to the contractual life of the stock option being granted. The expected life of the stock option is calculated as the mid-point between the vesting period and the contractual term (the “simplified method”). The risk-free interest rate is estimated using comparable published federal funds rates. Fair Value of Financial Instruments The authoritative guidance with respect to fair value established a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three levels and requires that assets and liabilities carried at fair value be classified and disclosed in one of three categories, as presented below. Disclosure as to transfers in and out of Levels 1 and 2, and activity in Level 3 fair value measurements, is also required. Fair value of a financial instrument is defined as the amount at which the instrument could be exchanged in a current transaction between willing parties. The three levels of the fair value hierarchy are as follows: Level 1 Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the entity has the ability to access. Level 2 Valuations based on quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable data for substantially the full term of the assets or liabilities. Level 3 Valuations based on inputs that are unobservable, supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The carrying value of the Company’s financial instruments (consisting of cash, accounts receivables, deposits to credit card processor, prepaid expense and other current assets, accounts payable, accrued expenses, notes payable, and other liabilities) are considered to be representative of their respective fair values due to the short-term nature of those instruments. Acquisitions and Business Combinations The Company allocates the fair value of purchase consideration to the tangible assets acquired, liabilities assumed, and separately identified intangible assets acquired based on their estimated fair values. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. Such valuations require management to make significant estimates and assumptions, especially with respect to intangible assets. Significant estimates in valuing certain intangible assets include, but are not limited to, future expected cash flows from, acquired technology, trademarks and trade names, useful lives, and discount rates. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. During the measurement period, which can be up to one year from the acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. Upon the conclusion of the measurement period, any subsequent adjustments are recorded in the consolidated statements of operations. Goodwill The Company reviews the recoverability of the carrying value of goodwill at least annually at fiscal year-end, or whenever events or circumstances indicate a potential impairment. Recoverability of goodwill is determined by comparing the fair value of Company’s reporting unit to the carrying value of the underlying net assets in the reporting units. If the fair value of a reporting unit is determined to be less than the carrying value of its net assets, goodwill is deemed impaired, and an impairment loss is recognized to the extent that the carrying value of goodwill exceeds the difference between the fair value of the reporting unit and the fair value of its other assets and liabilities. Goodwill was recorded in 2021 as a result of the March 1, 2020 Restaurant.com, Inc. transaction. At December 31, 2021, management conducted an evaluation of the recoverability of the carrying value of goodwill and determined that it had been impaired, which resulted in a charge to operations of $ 334,000 Intangible Assets with Finite Useful Lives The Company had certain finite-lived intangible assets that were initially recorded at their fair value at the time of acquisition. These intangible assets consisted of intellectual property, customer relationships, and capitalized software development costs. Intangible assets with finite useful lives were being amortized using an accelerated method over their respective estimated useful lives. The Company review’s all finite-lived intangible assets for impairment at least annually at fiscal year-end, or whenever events or circumstances indicate that their carrying values may not be recoverable. If the carrying value of an asset group is not recoverable, the Company recognizes an impairment loss for the excess carrying value over the fair value in its consolidated statements of operations. The intangible assets were recorded as a result of the January 2022 and March 2020 GameIQ and Restaurant.com, Inc. transactions, respectively. At December 31, 2022 and 2021, management conducted an evaluation of the recoverability of the carrying value of finite-lived intangible assets and determined that they had been impaired, which resulted in a charge to operations of $ 258,714 236,030 Revenue Recognition Revenue is recognized when, or as, control of a promised product transfers to a customer, in an amount that reflects the consideration to which the Company expects to be entitled in exchange for transferring those products. Revenue excludes taxes that have been assessed by governmental authorities and that are directly imposed on revenue-producing transactions between the Company and its customers, including sales and use taxes. Revenue recognition is evaluated through the following five-step process: (1) identification of the agreement with a customer; (2) identification of the performance obligations in the agreement; (3) determination of the transaction price; (4) allocation of the transaction price to the performance obligations in the agreement; and, (5) recognition of revenue when or as a performance obligation is satisfied. The Company operates online websites that sell discounted restaurant coupons, travel and vacation packages, and other merchandise across a wide range of product categories, including, but not limited to, computer products, consumer electronics, apparel, housewares, watches, jewelry, travel, sporting goods, automobiles, home improvement products, and collectibles. In addition, the Company also generates revenues based upon the number of times a third-party website(s) or products(s) are accessed or viewed by consumers from the Company’s website or platform. Sale of Restaurant Coupons The Company derives its revenue from transactions in which it sells discount certificates for restaurants on behalf of third-party restaurants. Approximately 9 to 13 days each month the Company emails its customers offers for restaurant discounts based on location and personal preferences. Consumers also access deals offered by the Company directly through the Company’s websites and mobile applications. A typical restaurant discount deal might offer a $ 25 50 Promotional Gift Card Revenue The Company sells Restaurant.com promotional gift cards which can only be used to redeem for restaurant coupons offered by the Company on its website. Based on the Company’s historical redemption rates of its promotional gift cards, a portion of the sale of gift card revenue is recorded as deferred revenue liability at the time of sale and recognized as revenue in future periods based on historical redemption trend rates, but no longer than 24 months from the date of sale. The Company continues to review historical promotional gift card redemption information and considers any changes in redemption patterns to assess when revenue is realized. Future redemption rates may be different than our historical experience and subject to inherent uncertainty. If actual redemption activity differs significantly from our historical experience, our deferred revenue and results of operations could be materially impacted. Sale of Travel, Vacation and Merchandise The Company also derives revenue from transactions in which it sells complementary entertainment and travel offerings and consumer products on behalf of third-party merchants. Additional deals include discounted pricing at theaters, movies or other merchants. Customers purchase restaurant deals from the Company and redeem them with the Company’s merchant partners. Approximately 9 to 13 days each month the Company emails its customers offers for discounted experiences and products based on location and personal preferences. Consumers also access the Company’s deals directly through the Company’s websites and mobile applications. Those discounted experiences and products generally involve a customer’s purchase of a voucher through one of the Company’s websites that can be redeemed with a third-party merchant for services or goods (or for discounts on services and goods). Revenue from those transactions is reported on a net basis and equals the purchase price received from the customer for the voucher less an agreed upon portion of the purchase price paid by the Company to its partners. Advertising Revenues The Company also has agreements with selected third-party partners, such as Google Ads, wherein third-party website(s) and/or product(s) are shown or incorporated in the Company’s platform or website. The Company generates revenues based upon the number of times the third-party website(s) or product(s) are accessed or viewed by consumers from the Company’s platform or website. Revenue is recognized when its determinable, which is generally upon receipt of a statement and/or proceeds from the third-party partners. For the years ended December 31, 2022 and 2021, disaggregated revenue by the Company’s divisions and type of revenue is presented below. Schedule of Disaggregation of Revenue Sales Channels Restaurant Coupons Sale of Travel, Vacation and Merchandise Advertising Total Year Ended December 31, 2022 Business to consumer (B2C) $ 704,586 $ 363,281 $ 198,519 $ 1,266,386 Business to business (B2B) 3,148,377 - - 3,148,377 Other 29,832 - - 29,832 Total $ 3,882,795 $ 363,281 $ 198,519 $ 4,444,595 Year Ended December 31, 2021 Business to consumer (B2C) $ 867,465 $ 375,261 $ 182,503 $ 1,425,229 Business to business (B2B) 1,861,795 - - 1,861,795 Other 36,485 - - 36,485 Total $ 2,765,745 $ 375,261 $ 182,503 $ 3,323,509 Costs of Revenues Costs of revenues represents the costs incurred to generate Restaurant.com revenues and consists primarily of transaction fees and costs. Advertising Costs The Company has marketing relationship agreements with various online companies such as portal networks, contextual sites, search engines and affiliate partners. Advertising costs are generally charged to the Company monthly per vendor agreements, which typically are based on visitors and/or registrations delivered to the site or at a set fee. Agreements do not provide for guaranteed renewal and may be terminated by the Company without cause. Such advertising costs are charged to expense as incurred and included in selling, general and administrative expenses in the statements of operations. During the years ended December 31, 2022 and 2021, advertising costs were $ 485,531 601,941 Accounts Receivable Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The Company maintains an allowance for doubtful accounts to reflect the Company’s best estimate of the amount of probable credit losses in its existing accounts receivable as a result of the inability of its customers to make required payments for products. Accounts with known financial issues are first reviewed and specific estimates with respect to their collectability are recorded. The remaining accounts receivable balances are then grouped into categories by the number of days the balance is past due, and the estimated loss is calculated as a percentage of the total category based upon past history. Account balances are charged off against the allowance when it is probable that the receivable will not be recovered. There was no allowance for doubtful accounts recognized as of December 31, 2022 and 2021. Earnings (Loss) Per Share Basic earnings (loss) per share is computed using the weighted average number of common shares issued and outstanding during the period. Diluted earnings (loss) per share is computed using the weighted average number of common shares and the dilutive effect of contingent shares outstanding during the period. Potentially dilutive contingent shares, which primarily consist of convertible notes and stock issuable upon the exercise of stock options and warrants, have been excluded from the calculation of diluted loss per share because their effect is anti-dilutive. Loss per common share is computed by dividing net loss by the weighted average number of shares of common stock issued and outstanding during the respective periods. Basic and diluted loss per common share was the same for all periods presented because all convertible notes and stock issuable upon the exercise of stock options and warrants outstanding were anti-dilutive. At December 31, 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 December 31, 2022 2021 Convertible notes payable 24,758 19,286 Common stock issuable 383,343 383,343 Common stock warrants - 20,667 Common stock options 648,116 187,116 Total 1,056,217 610,412 The issuable and potentially issuable shares as summarized above do not include any shares that may be issuable upon the conversion of an unsecured promissory note in the principal amount of $1,500,000 that matures on March 1, 2023 (see Note 7), as such promissory note is convertible at the option of the Company into common shares at a price to be determined on the date of conversion. These potentially issuable common shares would have been anti-dilutive because the Company had a net loss for the years ended December 31, 2022 and 2021, and thus such shares would have been excluded from the calculation of net loss per share. Income Taxes The Company accounts for income taxes under an asset and liability approach for financial accounting and reporting for income taxes. Accordingly, the Company recognizes deferred tax assets and liabilities for the expected impact of differences between the financial statements and the tax basis of assets and liabilities. The Company records a valuation allowance to reduce its deferred tax assets to the amount that is more likely than not to be realized. In the event the Company was to determine that it would be able to realize its deferred tax assets in the future in excess of its recorded amount, an adjustment to the deferred tax assets would be credited to operations in the period such determination was made. Alternatively, should the Company determine that it would not be able to realize all or part of its deferred tax assets in the future, an adjustment to the deferred tax assets would be charged to operations in the period such determination was made. As the Company’s net operating losses in the respective jurisdictions in which it operates have yet to be utilized, all previous tax years remain open to examination by the taxing authorities in which the Company currently operates. The Company had no unrecognized tax benefits as of December 31, 2022 and does not anticipate any material amount of unrecognized tax benefits within the next 12 months. The Company accounts for uncertainties in income tax law under a comprehensive model for the financial statement recognition, measurement, presentation and disclosure of uncertain tax positions taken or expected to be taken in income tax returns as prescribed by GAAP. The tax effects of a position are recognized only if it is “more-likely-than-not” to be sustained by the taxing authority as of the reporting date. If the tax position is not considered “more-likely-than-not” to be sustained, then no benefits of the position are recognized. As of December 31, 2022, the Company had not recorded any liability for uncertain tax positions. In subsequent periods, any interest and penalties related to uncertain tax positions will be recognized as a component of income tax expense. The Company is currently delinquent with respect to certain of its U.S. federal and state income tax filings. Cash The Company’s policy is to maintain its cash balances with financial institutions with high credit ratings and in accounts insured by the Federal Deposit Insurance Corporation (the “FDIC”). The Company may periodically have cash balances in financial institutions in excess of FDIC insurance limits of $ 250,000 Operating Segments Management has determined that the Company has one operating segment. The Company’s reporting segment reflects the manner in which its chief operating decision maker reviews results and allocates resources. The Company’s reporting segment meets the definition of an operating segment and does not include the aggregation of multiple operating segments. In reaching such a conclusion management evaluated the Company’s reporting units by first identifying its operating segments. The Company then evaluated each operating segment to determine if it includes one or more components that constitute a business. If there are components within an operating segment that meet the definition of a business, the Company evaluates those components to determine if they must be aggregated into one or more reporting units. If applicable, when determining if it is appropriate to aggregate different operating segments, the Company determines if the segments are economically similar and, if so, the operating segments are aggregated. Recent Accounting Pronouncements In June 2016, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2016-13, Credit Losses (Topic 326) – Measurement of Credit Losses on Financial Instruments (“ASC 2016-13”). ASU 2016-13 requires entities to use a forward-looking approach based on current expected credit losses to estimate credit losses on certain types of financial instruments, including trade receivables, which may result in the earlier recognition of allowance for losses. ASU 2016-13 is effective beginning January 1, 2023 and early adoption is permitted. The adoption of ASU 2016-13 is not expected to have any impact on the Company’s consolidated financial statement presentation or disclosures. In 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. |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisitions | 3. Acquisitions 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 allocation of the purchase price was 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 the 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 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 intangible assets had a two-year During the year ended December 31, 2022, the company recorded amortization expense of $ 184,795 258,714 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 years ended December 31, 2022 and 2021 give effect to the transaction as if it had occurred on January 1, 2021. Schedule of Pro Forma Statements of Operations 2022 2021 Years Ended December 31, 2022 2021 (Proforma, (Proforma, Revenues $ 4,449,166 $ 3,358,162 Operating expenses Direct cost of revenues 826,137 399,672 Selling, general and administrative expenses 5,480,156 7,536,523 Impairment of acquired software and technology 258,714 570,030 Amortization of intangible assets 221,755 845,755 Total operating expenses 6,786,762 9,351,980 Loss from operations (2,337,596 ) (5,993,818 ) Other income Other income 1,008,322 516,472 Total Other income 1,008,322 516,472 Net loss $ (1,329,274 ) $ (5,477,346 ) 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 | 12 Months Ended |
Dec. 31, 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 |
Right-of-Use Assets and Operati
Right-of-Use Assets and Operating Lease Liabilities | 12 Months Ended |
Dec. 31, 2022 | |
Right-of-use Assets And Operating Lease Liabilities | |
Right-of-Use Assets and Operating Lease Liabilities | 5. Right-of-Use Assets and Operating Lease Liabilities The Company leases certain corporate office spaces under an operating lease agreement. Lease assets are presented as operating lease right-of-use assets and the related liabilities are presented as lease liabilities in the Company’s consolidated balance sheets. Operating lease right-of-use (“ROU”) assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. ROU assets represent the Company’s right to use an underlying asset for the lease term, and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Generally, the implicit rate of interest in lease arrangements is not readily determinable and the Company utilizes its incremental borrowing rate in determining the present value of lease payments. The Company’s incremental borrowing rate is a hypothetical rate based on its understanding of what its credit rating would be. The operating lease ROU asset includes any lease payments made and excludes lease incentives. In September 2020, Restaurant.com signed a lease for its office located in Arlington Heights, Illinois. The lease has a term of 36 months 7,600 257,909 257,909 53,799 Right-of-use asset activity consisted of the following during the years ended December 31, 2022 and 2021: Schedule of Right-of-use Asset Activity 2022 2021 Years Ended December 31, 2022 2021 Balance, beginning of period $ 219,739 $ 332,615 Additions - - Terminations (53,799 ) - Amortization (113,332 ) (112,876 ) Balance, end of period $ 52,608 $ 219,739 Liabilities under operating lease obligations activity consisted of the following during the years ended December 31, 2022 and 2021: Schedule of Liabilities under Operating Leases Obligations Years Ended December 31, 2022 2021 Balance, beginning of period $ 222,096 $ 322,951 Additions - - Terminations (53,799 ) - Lease payments (108,969 ) (100,855 ) Balance, end of period 59,328 222,096 Less current portion (59,328 ) (110,499 ) Non-current portion $ - $ 111,597 Maturities of the Company’s operating lease liabilities are as follows as of December 31, 2022: Schedule of Maturities of Lease Liabilities Year Ending December 31: Amount 2023 $ 60,054 Less: Imputed interest (726 ) Total operating lease liability $ 59,328 |
Convertible Debt Assumed Upon R
Convertible Debt Assumed Upon Reverse Merger - Past Due | 12 Months Ended |
Dec. 31, 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 December 31, 2022 and December 31, 2021: Schedule of Convertible Debt December 31 December 31, 2022 2021 Total principal balance $ 20,000 $ 20,000 Accrued interest 17,137 11,537 Total principal and accrued interest $ 37,137 $ 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 17,137 11,537 1.50 24,758 |
Acquisition Notes Payable
Acquisition Notes Payable | 12 Months Ended |
Dec. 31, 2022 | |
Acquisition Notes Payable | |
Acquisition Notes Payable | 7. Acquisition Notes Payable Acquisition notes payable consists of the following at December 31, 2022 and December 31, 2021: Schedule of Acquisition Notes Payable December 31, December 31, 2022 2021 GameIQ acquisition note payable $ 127,778 $ - Restaurant.com acquisition note payable 1,500,000 1,500,000 Total principal balance 1,627,778 1,500,000 Accrued interest 252,194 162,300 Total principal and accrued interest 1,879,972 1,662,300 Less current portion (1,798,478 ) - Non-current portion $ 81,494 $ 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 year ended December 31, 2022, the Company made principal payments of $ 13,136 127,788 688 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 December 31, 2022 and December 31, 2021, the note payable had a principal balance outstanding of $ 1,500,000 251,507 162,300 |
Government Assistance Notes Pay
Government Assistance Notes Payable | 12 Months Ended |
Dec. 31, 2022 | |
Government Assistance Notes Payable | |
Government Assistance Notes Payable | 8. Government Assistance Notes Payable Government Assistance Notes Payable consists of the following at December 31, 2022, and December 31, 2021: Schedule of Notes Payable December 31, December 31, 2022 2021 Paycheck Protection Loan $ - $ 1,025,535 Economic Injury/Disaster Loans 661,035 650,000 Total principal balance 661,035 1,675,535 Accrued interest 45,541 25,321 Total principal and accrued interest 706,576 1,700,856 Less current portion (15,217 ) (11,115 ) Non-current portion $ 691,359 $ 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 of proceeds applicable to loans administered by the SBA as disaster loan assistance under the Covid-19 Economic Injury Disaster Loan (EIDL) Program. On July 14, 2021, the Company received an additional $ 350,000 of proceeds pursuant to the loan. On July 21, 2020, the Company received $ 150,000 of proceeds applicable to loans administered by the SBA as disaster loan assistance under the Covid-19 EIDL Program. On January 31, 2022, the Company assumed an additional $ 14,500 EIDL, and accrued interest of $ 900 , as part of the consideration paid for the acquisition of GameIQ (see Note 3). The loans bear interest at 3.75 3,500 30 3,465 661,035 45,541 25,321 |
Stockholders_ Deficiency
Stockholders’ Deficiency | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Stockholders’ Deficiency | 9. Stockholders’ Deficiency 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 year ended December 31, 2022, the Company granted 720,000 360,000 0.50 240,000 220,000 140,000 Issuance of Restricted Stock to Employees During the year ended December 31, 2022, the Company granted 150,500 75,250 0.50 83,833 55,620 19,630 Issuance of Common Stock for Services During the year ended December 31, 2022, the Company issued 223,117 230,508 During the year ended December 31, 2021, the Company issued 845,758 2,164,000 Issuance of Common Stock for Acquisition of GameIQ During the year ended December 31, 2022, the Company issued 600,000 300,000 0.50 Issuance of Common Stock for Cash During the year ended December 31, 2022, the Company received proceeds of $ 250,000 100,000 2.50 During the year ended December 31, 2021, the Company received proceeds of $ 1,958,466 21,686 805,346 2.46 Issuance of Common Stock for Settlement of Vendor Balance During the year ended December 31, 2022, the Company issued 26,000 36,400 65,000 28,600 Issuance of Common Stock for Note Payable Extension During the year ended December 31, 2021, the Company issued 3,000 7,500 Issuance of Common Stock for Legal Settlement During the year ended December 31, 2021, the Company issued 8,000 9,000 Common Stock Warrants A summary of common stock warrant activity for the years ended December 31, 2022 and 2021 is presented below. Summary of Stock Warrants Number of Shares Weighted Average Exercise Warrants outstanding at December 31, 2020 54,000 $ 8.07 Issued - - Exercised - - Expired (33,333 ) 7.50 Warrants outstanding at December 31, 2021 20,667 9.00 Issued - - Exercised - - Expired (20,667 ) 9.50 Warrants outstanding at December 31, 2022 - $ - At December 31, 2022, the Company had no outstanding exercisable warrants. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | 10. Stock-Based Compensation The Company issues common stock and stock options as incentive compensation to directors and as compensation for the services of employees, contractors and consultants of the Company. The fair value of a stock option award is calculated on the grant date using the Black-Scholes option-pricing model. The risk-free interest rate is based on the U.S. Treasury yield curve in effect as of the grant date. The expected dividend yield assumption is based on the Company’s expectation of dividend payouts and is assumed to be zero. The expected volatility is based on the historical volatility of the Company’s common stock, calculated utilizing a look-back period approximately equal to the contractual life of the stock option being granted. The expected life of the stock option is calculated as the mid-point between the vesting period and the contractual term (the “simplified method”). The fair market value of the common stock is determined by reference to the quoted market price of the common stock on the grant date. For stock options requiring an assessment of value during the year ended December 31, 2022, the fair value of each stock option award was estimated using the Black-Scholes option-pricing model with the following assumptions: Schedule of Valuation Assumption of Stock Option Risk-free interest rate 1.81 % Expected dividend yield 0 % Expected volatility 270.00 % Expected life 4.5 For stock options requiring an assessment of value during the year ended December 31, 2021, the fair value of each stock option award was estimated using the Black-Scholes option-pricing model with the following assumptions: Risk-free interest rate 0.89 % Expected dividend yield 0 % Expected volatility 309.92 366.13 % Expected life 3 5 On February 28, 2022, the Company, pursuant to the terms of its 2019 Stock Incentive Plan, approved options with a fair value of $ 243,000 461,000 461,000 60,000 1.00 33 33 400,000 1.50 160,000 10,000 On January 27, 2021, the Company, the Company entered into an Advisory Agreement for consultation and advice with respect to procuring restaurants/chefs for the Restaurant.com business platform and other services and product deals. In connection with the agreement, the Company granted fully-vested stock options to purchase 100,000 three years 3.50 287,883 2.88 On March 15, 2021, the Company entered into an Advisory Agreement for service on the Company’s Advisor Board for a term of approximately two years 50,000 25,000 25,000 five years 2.50 149,994 3.00 74,997 The remaining unvested portion of the fair value of the stock options was charged to operations ratably from March 16, 2021 through June 15, 2021. 149,994 A summary of stock option activity for the years ended December 31, 2022 and 2021 is presented below: Summary of Stock Option Activity Weighted Number Average of Exercise Options Price Stock options outstanding at December 31, 2020 37,116 50.93 Granted 150,000 2.83 Exercised - - Expired or forfeited - - Stock options outstanding at December 31, 2021 187,116 12.38 Granted 461,000 1.43 Exercised - - Expired or forfeited - - Stock options outstanding at December 31, 2022 648,116 $ 4.59 Stock options exercisable at December 31, 2022 472,291 $ 5.77 During the year ended December 31, 2022 and 2021, the Company recognized $ 156,718 437,877 approximately $ 86,303 The weighted average remaining contractual life of common stock options outstanding and exercisable at December 31, 2022 was 6.32 1.42 36,995 The exercise prices of common stock options outstanding and exercisable at December 31, 2022 are as follows: Schedule of Options Summarized by Exercise Price Exercise Prices Options Outstanding (Shares) Options Exercisable (Shares) $ 1.00 61,000 35,179 $ 1.05 32,000 32,000 $ 1.50 400,000 250,000 $ 2.50 50,000 50,000 $ 3.00 100,000 100,000 $ 363.17 5,116 5,116 648,116 472,291 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 11. Commitments and Contingencies Legal Proceedings From time to time the Company may be named in claims arising in the ordinary course of business. Currently, there are no such legal proceedings 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 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 12. Income Taxes Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets as of December 31, 2022 and 2021 are summarized below. Schedule of Deferred Tax Assets and Liabilities 2022 2021 December 31, 2022 2021 Net operating loss carryforwards $ 11,779,000 $ 10,483,000 Valuation allowance (11,779,000 ) (10,483,000 ) Net deferred tax assets $ — $ — In assessing the potential realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the Company attaining future taxable income during the periods in which those temporary differences become deductible. As of December 31, 2022 and 2021, management was unable to determine if it is more likely than not that the Company’s deferred tax assets will be realized and has therefore recorded an appropriate valuation allowance against deferred tax assets at such dates. No federal tax provision has been provided for the years ended December 31, 2022 and 2021 due to the losses incurred during such periods. The reconciliation below presents the difference between the income tax rate computed by applying the U.S. federal statutory rate and the effective tax rate for the years ended December 31, 2022 and 2021. Schedule of Income Tax Effective Tax Rate 2022 2021 Years Ended December 31, 2022 2021 U. S. federal statutory tax rate (21.0 )% (21.0 )% State income taxes, net of federal tax benefit (6.0 )% (6.0 )% Tax-exempt Paycheck Protection Loan forgiveness (17.0 )% (2.7 )% Change in valuation allowance 44.0 % 29.7 % Effective tax rate 0.0 % 0.0 % At December 31, 2022, the Company has available net operating loss carryforwards for federal and state income tax purposes of approximately $ 39,700,000 if not utilized earlier, will begin to expire in the year ending December 31, 2030 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | 13. Subsequent Events On March 1, 2023, the principal and interest balance of approximately $ 1,770,000 554,859 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements of the Company have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) and include the financial statements of the Company’s wholly-owned operating subsidiary. Intercompany balances and transactions have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Some of those judgments can be subjective and complex, and therefore, actual results could differ materially from those estimates under different assumptions or conditions. Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable in relation to the financial statements taken as a whole under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Management regularly evaluates the key factors and assumptions used to develop the estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such evaluations, if deemed appropriate, those estimates are adjusted accordingly. Actual results could differ from those estimates. Significant estimates include those related to assumptions used in accruals for potential liabilities, valuing equity instruments issued for services, impairment of goodwill and finite-lived intangible assets, and the realization of deferred tax assets. |
Stock-Based Compensation | Stock-Based Compensation The Company periodically issues share-based awards to employees and non-employees and consultants for services rendered. Stock options vest and expire according to terms established at the issuance date of each grant. Stock grants are measured at the grant date fair value. Stock-based compensation cost is measured at fair value on the grant date and is generally recognized as a charge to operations ratably over the requisite service, or vesting, period. The Company values its equity awards using the Black-Scholes option-pricing model, and accounts for forfeitures when they occur. Use of the Black-Scholes option pricing model requires the input of subjective assumptions, including expected volatility, expected term, and a risk-free interest rate. The expected volatility is based on the historical volatility of the Company’s common stock, calculated utilizing a look-back period approximately equal to the contractual life of the stock option being granted. The expected life of the stock option is calculated as the mid-point between the vesting period and the contractual term (the “simplified method”). The risk-free interest rate is estimated using comparable published federal funds rates. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The authoritative guidance with respect to fair value established a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three levels and requires that assets and liabilities carried at fair value be classified and disclosed in one of three categories, as presented below. Disclosure as to transfers in and out of Levels 1 and 2, and activity in Level 3 fair value measurements, is also required. Fair value of a financial instrument is defined as the amount at which the instrument could be exchanged in a current transaction between willing parties. The three levels of the fair value hierarchy are as follows: Level 1 Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the entity has the ability to access. Level 2 Valuations based on quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable data for substantially the full term of the assets or liabilities. Level 3 Valuations based on inputs that are unobservable, supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The carrying value of the Company’s financial instruments (consisting of cash, accounts receivables, deposits to credit card processor, prepaid expense and other current assets, accounts payable, accrued expenses, notes payable, and other liabilities) are considered to be representative of their respective fair values due to the short-term nature of those instruments. |
Acquisitions and Business Combinations | Acquisitions and Business Combinations The Company allocates the fair value of purchase consideration to the tangible assets acquired, liabilities assumed, and separately identified intangible assets acquired based on their estimated fair values. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. Such valuations require management to make significant estimates and assumptions, especially with respect to intangible assets. Significant estimates in valuing certain intangible assets include, but are not limited to, future expected cash flows from, acquired technology, trademarks and trade names, useful lives, and discount rates. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. During the measurement period, which can be up to one year from the acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. Upon the conclusion of the measurement period, any subsequent adjustments are recorded in the consolidated statements of operations. |
Goodwill | Goodwill The Company reviews the recoverability of the carrying value of goodwill at least annually at fiscal year-end, or whenever events or circumstances indicate a potential impairment. Recoverability of goodwill is determined by comparing the fair value of Company’s reporting unit to the carrying value of the underlying net assets in the reporting units. If the fair value of a reporting unit is determined to be less than the carrying value of its net assets, goodwill is deemed impaired, and an impairment loss is recognized to the extent that the carrying value of goodwill exceeds the difference between the fair value of the reporting unit and the fair value of its other assets and liabilities. Goodwill was recorded in 2021 as a result of the March 1, 2020 Restaurant.com, Inc. transaction. At December 31, 2021, management conducted an evaluation of the recoverability of the carrying value of goodwill and determined that it had been impaired, which resulted in a charge to operations of $ 334,000 |
Intangible Assets with Finite Useful Lives | Intangible Assets with Finite Useful Lives The Company had certain finite-lived intangible assets that were initially recorded at their fair value at the time of acquisition. These intangible assets consisted of intellectual property, customer relationships, and capitalized software development costs. Intangible assets with finite useful lives were being amortized using an accelerated method over their respective estimated useful lives. The Company review’s all finite-lived intangible assets for impairment at least annually at fiscal year-end, or whenever events or circumstances indicate that their carrying values may not be recoverable. If the carrying value of an asset group is not recoverable, the Company recognizes an impairment loss for the excess carrying value over the fair value in its consolidated statements of operations. The intangible assets were recorded as a result of the January 2022 and March 2020 GameIQ and Restaurant.com, Inc. transactions, respectively. At December 31, 2022 and 2021, management conducted an evaluation of the recoverability of the carrying value of finite-lived intangible assets and determined that they had been impaired, which resulted in a charge to operations of $ 258,714 236,030 |
Revenue Recognition | Revenue Recognition Revenue is recognized when, or as, control of a promised product transfers to a customer, in an amount that reflects the consideration to which the Company expects to be entitled in exchange for transferring those products. Revenue excludes taxes that have been assessed by governmental authorities and that are directly imposed on revenue-producing transactions between the Company and its customers, including sales and use taxes. Revenue recognition is evaluated through the following five-step process: (1) identification of the agreement with a customer; (2) identification of the performance obligations in the agreement; (3) determination of the transaction price; (4) allocation of the transaction price to the performance obligations in the agreement; and, (5) recognition of revenue when or as a performance obligation is satisfied. The Company operates online websites that sell discounted restaurant coupons, travel and vacation packages, and other merchandise across a wide range of product categories, including, but not limited to, computer products, consumer electronics, apparel, housewares, watches, jewelry, travel, sporting goods, automobiles, home improvement products, and collectibles. In addition, the Company also generates revenues based upon the number of times a third-party website(s) or products(s) are accessed or viewed by consumers from the Company’s website or platform. Sale of Restaurant Coupons The Company derives its revenue from transactions in which it sells discount certificates for restaurants on behalf of third-party restaurants. Approximately 9 to 13 days each month the Company emails its customers offers for restaurant discounts based on location and personal preferences. Consumers also access deals offered by the Company directly through the Company’s websites and mobile applications. A typical restaurant discount deal might offer a $ 25 50 Promotional Gift Card Revenue The Company sells Restaurant.com promotional gift cards which can only be used to redeem for restaurant coupons offered by the Company on its website. Based on the Company’s historical redemption rates of its promotional gift cards, a portion of the sale of gift card revenue is recorded as deferred revenue liability at the time of sale and recognized as revenue in future periods based on historical redemption trend rates, but no longer than 24 months from the date of sale. The Company continues to review historical promotional gift card redemption information and considers any changes in redemption patterns to assess when revenue is realized. Future redemption rates may be different than our historical experience and subject to inherent uncertainty. If actual redemption activity differs significantly from our historical experience, our deferred revenue and results of operations could be materially impacted. Sale of Travel, Vacation and Merchandise The Company also derives revenue from transactions in which it sells complementary entertainment and travel offerings and consumer products on behalf of third-party merchants. Additional deals include discounted pricing at theaters, movies or other merchants. Customers purchase restaurant deals from the Company and redeem them with the Company’s merchant partners. Approximately 9 to 13 days each month the Company emails its customers offers for discounted experiences and products based on location and personal preferences. Consumers also access the Company’s deals directly through the Company’s websites and mobile applications. Those discounted experiences and products generally involve a customer’s purchase of a voucher through one of the Company’s websites that can be redeemed with a third-party merchant for services or goods (or for discounts on services and goods). Revenue from those transactions is reported on a net basis and equals the purchase price received from the customer for the voucher less an agreed upon portion of the purchase price paid by the Company to its partners. Advertising Revenues The Company also has agreements with selected third-party partners, such as Google Ads, wherein third-party website(s) and/or product(s) are shown or incorporated in the Company’s platform or website. The Company generates revenues based upon the number of times the third-party website(s) or product(s) are accessed or viewed by consumers from the Company’s platform or website. Revenue is recognized when its determinable, which is generally upon receipt of a statement and/or proceeds from the third-party partners. For the years ended December 31, 2022 and 2021, disaggregated revenue by the Company’s divisions and type of revenue is presented below. Schedule of Disaggregation of Revenue Sales Channels Restaurant Coupons Sale of Travel, Vacation and Merchandise Advertising Total Year Ended December 31, 2022 Business to consumer (B2C) $ 704,586 $ 363,281 $ 198,519 $ 1,266,386 Business to business (B2B) 3,148,377 - - 3,148,377 Other 29,832 - - 29,832 Total $ 3,882,795 $ 363,281 $ 198,519 $ 4,444,595 Year Ended December 31, 2021 Business to consumer (B2C) $ 867,465 $ 375,261 $ 182,503 $ 1,425,229 Business to business (B2B) 1,861,795 - - 1,861,795 Other 36,485 - - 36,485 Total $ 2,765,745 $ 375,261 $ 182,503 $ 3,323,509 |
Costs of Revenues | Costs of Revenues Costs of revenues represents the costs incurred to generate Restaurant.com revenues and consists primarily of transaction fees and costs. |
Advertising Costs | Advertising Costs The Company has marketing relationship agreements with various online companies such as portal networks, contextual sites, search engines and affiliate partners. Advertising costs are generally charged to the Company monthly per vendor agreements, which typically are based on visitors and/or registrations delivered to the site or at a set fee. Agreements do not provide for guaranteed renewal and may be terminated by the Company without cause. Such advertising costs are charged to expense as incurred and included in selling, general and administrative expenses in the statements of operations. During the years ended December 31, 2022 and 2021, advertising costs were $ 485,531 601,941 |
Accounts Receivable | Accounts Receivable Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The Company maintains an allowance for doubtful accounts to reflect the Company’s best estimate of the amount of probable credit losses in its existing accounts receivable as a result of the inability of its customers to make required payments for products. Accounts with known financial issues are first reviewed and specific estimates with respect to their collectability are recorded. The remaining accounts receivable balances are then grouped into categories by the number of days the balance is past due, and the estimated loss is calculated as a percentage of the total category based upon past history. Account balances are charged off against the allowance when it is probable that the receivable will not be recovered. There was no allowance for doubtful accounts recognized as of December 31, 2022 and 2021. |
Earnings (Loss) Per Share | Earnings (Loss) Per Share Basic earnings (loss) per share is computed using the weighted average number of common shares issued and outstanding during the period. Diluted earnings (loss) per share is computed using the weighted average number of common shares and the dilutive effect of contingent shares outstanding during the period. Potentially dilutive contingent shares, which primarily consist of convertible notes and stock issuable upon the exercise of stock options and warrants, have been excluded from the calculation of diluted loss per share because their effect is anti-dilutive. Loss per common share is computed by dividing net loss by the weighted average number of shares of common stock issued and outstanding during the respective periods. Basic and diluted loss per common share was the same for all periods presented because all convertible notes and stock issuable upon the exercise of stock options and warrants outstanding were anti-dilutive. At December 31, 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 December 31, 2022 2021 Convertible notes payable 24,758 19,286 Common stock issuable 383,343 383,343 Common stock warrants - 20,667 Common stock options 648,116 187,116 Total 1,056,217 610,412 The issuable and potentially issuable shares as summarized above do not include any shares that may be issuable upon the conversion of an unsecured promissory note in the principal amount of $1,500,000 that matures on March 1, 2023 (see Note 7), as such promissory note is convertible at the option of the Company into common shares at a price to be determined on the date of conversion. These potentially issuable common shares would have been anti-dilutive because the Company had a net loss for the years ended December 31, 2022 and 2021, and thus such shares would have been excluded from the calculation of net loss per share. |
Income Taxes | Income Taxes The Company accounts for income taxes under an asset and liability approach for financial accounting and reporting for income taxes. Accordingly, the Company recognizes deferred tax assets and liabilities for the expected impact of differences between the financial statements and the tax basis of assets and liabilities. The Company records a valuation allowance to reduce its deferred tax assets to the amount that is more likely than not to be realized. In the event the Company was to determine that it would be able to realize its deferred tax assets in the future in excess of its recorded amount, an adjustment to the deferred tax assets would be credited to operations in the period such determination was made. Alternatively, should the Company determine that it would not be able to realize all or part of its deferred tax assets in the future, an adjustment to the deferred tax assets would be charged to operations in the period such determination was made. As the Company’s net operating losses in the respective jurisdictions in which it operates have yet to be utilized, all previous tax years remain open to examination by the taxing authorities in which the Company currently operates. The Company had no unrecognized tax benefits as of December 31, 2022 and does not anticipate any material amount of unrecognized tax benefits within the next 12 months. The Company accounts for uncertainties in income tax law under a comprehensive model for the financial statement recognition, measurement, presentation and disclosure of uncertain tax positions taken or expected to be taken in income tax returns as prescribed by GAAP. The tax effects of a position are recognized only if it is “more-likely-than-not” to be sustained by the taxing authority as of the reporting date. If the tax position is not considered “more-likely-than-not” to be sustained, then no benefits of the position are recognized. As of December 31, 2022, the Company had not recorded any liability for uncertain tax positions. In subsequent periods, any interest and penalties related to uncertain tax positions will be recognized as a component of income tax expense. The Company is currently delinquent with respect to certain of its U.S. federal and state income tax filings. |
Cash | Cash The Company’s policy is to maintain its cash balances with financial institutions with high credit ratings and in accounts insured by the Federal Deposit Insurance Corporation (the “FDIC”). The Company may periodically have cash balances in financial institutions in excess of FDIC insurance limits of $ 250,000 |
Operating Segments | Operating Segments Management has determined that the Company has one operating segment. The Company’s reporting segment reflects the manner in which its chief operating decision maker reviews results and allocates resources. The Company’s reporting segment meets the definition of an operating segment and does not include the aggregation of multiple operating segments. In reaching such a conclusion management evaluated the Company’s reporting units by first identifying its operating segments. The Company then evaluated each operating segment to determine if it includes one or more components that constitute a business. If there are components within an operating segment that meet the definition of a business, the Company evaluates those components to determine if they must be aggregated into one or more reporting units. If applicable, when determining if it is appropriate to aggregate different operating segments, the Company determines if the segments are economically similar and, if so, the operating segments are aggregated. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In June 2016, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2016-13, Credit Losses (Topic 326) – Measurement of Credit Losses on Financial Instruments (“ASC 2016-13”). ASU 2016-13 requires entities to use a forward-looking approach based on current expected credit losses to estimate credit losses on certain types of financial instruments, including trade receivables, which may result in the earlier recognition of allowance for losses. ASU 2016-13 is effective beginning January 1, 2023 and early adoption is permitted. The adoption of ASU 2016-13 is not expected to have any impact on the Company’s consolidated financial statement presentation or disclosures. In 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. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of Disaggregation of Revenue | For the years ended December 31, 2022 and 2021, disaggregated revenue by the Company’s divisions and type of revenue is presented below. Schedule of Disaggregation of Revenue Sales Channels Restaurant Coupons Sale of Travel, Vacation and Merchandise Advertising Total Year Ended December 31, 2022 Business to consumer (B2C) $ 704,586 $ 363,281 $ 198,519 $ 1,266,386 Business to business (B2B) 3,148,377 - - 3,148,377 Other 29,832 - - 29,832 Total $ 3,882,795 $ 363,281 $ 198,519 $ 4,444,595 Year Ended December 31, 2021 Business to consumer (B2C) $ 867,465 $ 375,261 $ 182,503 $ 1,425,229 Business to business (B2B) 1,861,795 - - 1,861,795 Other 36,485 - - 36,485 Total $ 2,765,745 $ 375,261 $ 182,503 $ 3,323,509 |
Schedule of Anti- dilutive Securities Excluded from Computation of Earning Loss Per Share | At December 31, 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 December 31, 2022 2021 Convertible notes payable 24,758 19,286 Common stock issuable 383,343 383,343 Common stock warrants - 20,667 Common stock options 648,116 187,116 Total 1,056,217 610,412 |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Fair Value of Assets Acquired and Liabilities Assumed | The following allocation of the purchase price was 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 the 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 Purchase price allocation Acquired assets (cash) $ 12,805 Acquired software and technology 443,509 Total purchase price $ 456,314 |
Schedule of Pro Forma Statements of Operations | Schedule of Pro Forma Statements of Operations 2022 2021 Years Ended December 31, 2022 2021 (Proforma, (Proforma, Revenues $ 4,449,166 $ 3,358,162 Operating expenses Direct cost of revenues 826,137 399,672 Selling, general and administrative expenses 5,480,156 7,536,523 Impairment of acquired software and technology 258,714 570,030 Amortization of intangible assets 221,755 845,755 Total operating expenses 6,786,762 9,351,980 Loss from operations (2,337,596 ) (5,993,818 ) Other income Other income 1,008,322 516,472 Total Other income 1,008,322 516,472 Net loss $ (1,329,274 ) $ (5,477,346 ) |
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 ) |
Right-of-Use Assets and Opera_2
Right-of-Use Assets and Operating Lease Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Right-of-use Assets And Operating Lease Liabilities | |
Schedule of Right-of-use Asset Activity | Right-of-use asset activity consisted of the following during the years ended December 31, 2022 and 2021: Schedule of Right-of-use Asset Activity 2022 2021 Years Ended December 31, 2022 2021 Balance, beginning of period $ 219,739 $ 332,615 Additions - - Terminations (53,799 ) - Amortization (113,332 ) (112,876 ) Balance, end of period $ 52,608 $ 219,739 |
Schedule of Liabilities under Operating Leases Obligations | Liabilities under operating lease obligations activity consisted of the following during the years ended December 31, 2022 and 2021: Schedule of Liabilities under Operating Leases Obligations Years Ended December 31, 2022 2021 Balance, beginning of period $ 222,096 $ 322,951 Additions - - Terminations (53,799 ) - Lease payments (108,969 ) (100,855 ) Balance, end of period 59,328 222,096 Less current portion (59,328 ) (110,499 ) Non-current portion $ - $ 111,597 |
Schedule of Maturities of Lease Liabilities | Maturities of the Company’s operating lease liabilities are as follows as of December 31, 2022: Schedule of Maturities of Lease Liabilities Year Ending December 31: Amount 2023 $ 60,054 Less: Imputed interest (726 ) Total operating lease liability $ 59,328 |
Convertible Debt Assumed Upon_2
Convertible Debt Assumed Upon Reverse Merger - Past Due (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Convertible Debt | Convertible debt assumed upon reverse merger consists of the following at December 31, 2022 and December 31, 2021: Schedule of Convertible Debt December 31 December 31, 2022 2021 Total principal balance $ 20,000 $ 20,000 Accrued interest 17,137 11,537 Total principal and accrued interest $ 37,137 $ 31,537 |
Acquisition Notes Payable (Tabl
Acquisition Notes Payable (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Acquisition Notes Payable | |
Schedule of Acquisition Notes Payable | Acquisition notes payable consists of the following at December 31, 2022 and December 31, 2021: Schedule of Acquisition Notes Payable December 31, December 31, 2022 2021 GameIQ acquisition note payable $ 127,778 $ - Restaurant.com acquisition note payable 1,500,000 1,500,000 Total principal balance 1,627,778 1,500,000 Accrued interest 252,194 162,300 Total principal and accrued interest 1,879,972 1,662,300 Less current portion (1,798,478 ) - Non-current portion $ 81,494 $ 1,662,300 |
Government Assistance Notes P_2
Government Assistance Notes Payable (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Government Assistance Notes Payable | |
Schedule of Notes Payable | Government Assistance Notes Payable consists of the following at December 31, 2022, and December 31, 2021: Schedule of Notes Payable December 31, December 31, 2022 2021 Paycheck Protection Loan $ - $ 1,025,535 Economic Injury/Disaster Loans 661,035 650,000 Total principal balance 661,035 1,675,535 Accrued interest 45,541 25,321 Total principal and accrued interest 706,576 1,700,856 Less current portion (15,217 ) (11,115 ) Non-current portion $ 691,359 $ 1,689,741 |
Stockholders_ Deficiency (Table
Stockholders’ Deficiency (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Summary of Stock Warrants | A summary of common stock warrant activity for the years ended December 31, 2022 and 2021 is presented below. Summary of Stock Warrants Number of Shares Weighted Average Exercise Warrants outstanding at December 31, 2020 54,000 $ 8.07 Issued - - Exercised - - Expired (33,333 ) 7.50 Warrants outstanding at December 31, 2021 20,667 9.00 Issued - - Exercised - - Expired (20,667 ) 9.50 Warrants outstanding at December 31, 2022 - $ - |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Valuation Assumption of Stock Option | For stock options requiring an assessment of value during the year ended December 31, 2022, the fair value of each stock option award was estimated using the Black-Scholes option-pricing model with the following assumptions: Schedule of Valuation Assumption of Stock Option Risk-free interest rate 1.81 % Expected dividend yield 0 % Expected volatility 270.00 % Expected life 4.5 For stock options requiring an assessment of value during the year ended December 31, 2021, the fair value of each stock option award was estimated using the Black-Scholes option-pricing model with the following assumptions: Risk-free interest rate 0.89 % Expected dividend yield 0 % Expected volatility 309.92 366.13 % Expected life 3 5 |
Summary of Stock Option Activity | A summary of stock option activity for the years ended December 31, 2022 and 2021 is presented below: Summary of Stock Option Activity Weighted Number Average of Exercise Options Price Stock options outstanding at December 31, 2020 37,116 50.93 Granted 150,000 2.83 Exercised - - Expired or forfeited - - Stock options outstanding at December 31, 2021 187,116 12.38 Granted 461,000 1.43 Exercised - - Expired or forfeited - - Stock options outstanding at December 31, 2022 648,116 $ 4.59 Stock options exercisable at December 31, 2022 472,291 $ 5.77 |
Schedule of Options Summarized by Exercise Price | The exercise prices of common stock options outstanding and exercisable at December 31, 2022 are as follows: Schedule of Options Summarized by Exercise Price Exercise Prices Options Outstanding (Shares) Options Exercisable (Shares) $ 1.00 61,000 35,179 $ 1.05 32,000 32,000 $ 1.50 400,000 250,000 $ 2.50 50,000 50,000 $ 3.00 100,000 100,000 $ 363.17 5,116 5,116 648,116 472,291 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Deferred Tax Assets and Liabilities | Schedule of Deferred Tax Assets and Liabilities 2022 2021 December 31, 2022 2021 Net operating loss carryforwards $ 11,779,000 $ 10,483,000 Valuation allowance (11,779,000 ) (10,483,000 ) Net deferred tax assets $ — $ — |
Schedule of Income Tax Effective Tax Rate | Schedule of Income Tax Effective Tax Rate 2022 2021 Years Ended December 31, 2022 2021 U. S. federal statutory tax rate (21.0 )% (21.0 )% State income taxes, net of federal tax benefit (6.0 )% (6.0 )% Tax-exempt Paycheck Protection Loan forgiveness (17.0 )% (2.7 )% Change in valuation allowance 44.0 % 29.7 % Effective tax rate 0.0 % 0.0 % |
Organization and Basis of Pre_2
Organization and Basis of Presentation (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Net loss | $ 1,278,524 | $ 4,991,223 | |
Net cash in operations | 1,053,571 | 1,260,191 | |
Stockholders' deficiency | 3,049,017 | 3,019,739 | $ 2,605,359 |
Cash | $ 1,122,958 | $ 1,930,325 |
Schedule of Disaggregation of R
Schedule of Disaggregation of Revenue (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Product Information [Line Items] | ||
Revenue | $ 4,444,595 | $ 3,323,509 |
Sales Channel, Directly to Consumer [Member] | ||
Product Information [Line Items] | ||
Revenue | 1,266,386 | 1,425,229 |
Business to Business [Member] | ||
Product Information [Line Items] | ||
Revenue | 3,148,377 | 1,861,795 |
Other [Member] | ||
Product Information [Line Items] | ||
Revenue | 29,832 | 36,485 |
Restaurant Coupons [Member] | ||
Product Information [Line Items] | ||
Revenue | 3,882,795 | 2,765,745 |
Restaurant Coupons [Member] | Sales Channel, Directly to Consumer [Member] | ||
Product Information [Line Items] | ||
Revenue | 704,586 | 867,465 |
Restaurant Coupons [Member] | Business to Business [Member] | ||
Product Information [Line Items] | ||
Revenue | 3,148,377 | 1,861,795 |
Restaurant Coupons [Member] | Other [Member] | ||
Product Information [Line Items] | ||
Revenue | 29,832 | 36,485 |
Sale of Travel, Vacation and Merchandise [Member] | ||
Product Information [Line Items] | ||
Revenue | 363,281 | 375,261 |
Sale of Travel, Vacation and Merchandise [Member] | Sales Channel, Directly to Consumer [Member] | ||
Product Information [Line Items] | ||
Revenue | 363,281 | 375,261 |
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 | 198,519 | 182,503 |
Advertising [Member] | Sales Channel, Directly to Consumer [Member] | ||
Product Information [Line Items] | ||
Revenue | 198,519 | 182,503 |
Advertising [Member] | Business to Business [Member] | ||
Product Information [Line Items] | ||
Revenue | ||
Advertising [Member] | Other [Member] | ||
Product Information [Line Items] | ||
Revenue |
Schedule of Anti- dilutive Secu
Schedule of Anti- dilutive Securities Excluded from Computation of Earning Loss Per Share (Details) - shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities | 1,056,217 | 610,412 |
Convertible Debt Securities [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities | 24,758 | 19,286 |
Common Stock Issuable [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities | 383,343 | 383,343 |
Common Stock Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities | 20,667 | |
Common Stock Options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities | 648,116 | 187,116 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Restructuring Cost and Reserve [Line Items] | ||
Goodwill | $ 334,000 | |
Discounted deals on online purchase | $ 25 | |
Purchase from restaurant | 50 | |
Advertising expense | 485,531 | 601,941 |
Cash, FDIC Insured Amount | 250,000 | |
GameIQ and Restaurant.com, Inc. [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Intangible asset | $ 258,714 | $ 236,030 |
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 Pro Forma Statement
Schedule of Pro Forma Statements of Operations (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | ||
Revenues | $ 4,449,166 | $ 3,358,162 |
Operating expenses | ||
Direct cost of revenues | 826,137 | 399,672 |
Selling, general and administrative expenses | 5,480,156 | 7,536,523 |
Impairment of acquired software and technology | 258,714 | 570,030 |
Amortization of intangible assets | 221,755 | 845,755 |
Total operating expenses | 6,786,762 | 9,351,980 |
Loss from operations | (2,337,596) | (5,993,818) |
Other income | ||
Other income | 1,008,322 | 516,472 |
Total Other income | 1,008,322 | 516,472 |
Net loss | $ (1,329,274) | $ (5,477,346) |
Schedule of Provisions of Opera
Schedule of Provisions of Operations Subsequent Acquisitions (Details) - USD ($) | 10 Months Ended | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Business Acquisition [Line Items] | |||
Revenues | $ 4,444,595 | $ 3,323,509 | |
Selling, general and administrative expense | (5,462,690) | (7,243,151) | |
Net loss | $ (1,278,524) | $ (4,991,223) | |
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) |
Acquisitions (Details Narrative
Acquisitions (Details Narrative) - USD ($) | 12 Months Ended | |||
Jan. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Feb. 01, 2022 | |
Business Acquisition [Line Items] | ||||
Intangible asset assigned life | 2 years | |||
Amortization expense | $ 184,795 | $ 624,000 | ||
Impairment of intangible assets | $ 258,714 | $ 570,030 | ||
GameIQ Acquisition Corp., Inc [Member] | ||||
Business Acquisition [Line Items] | ||||
Notes payable | $ 140,914 | |||
Bearing interest | 1% | 1% | ||
Share price | $ 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 ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Outstanding security deposit | $ 87,237 | $ 87,237 |
Schedule of Right-of-use Asset
Schedule of Right-of-use Asset Activity (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Right-of-use Assets And Operating Lease Liabilities | ||
Balance, beginning of period | $ 219,739 | $ 332,615 |
Additions | ||
Terminations | (53,799) | |
Amortization | (113,332) | (112,876) |
Balance, end of period | $ 52,608 | $ 219,739 |
Schedule of Liabilities under O
Schedule of Liabilities under Operating Leases Obligations (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Right-of-use Assets And Operating Lease Liabilities | ||
Balance, beginning of period | $ 222,096 | $ 322,951 |
Additions | ||
Terminations | (53,799) | |
Lease payments | (108,969) | (100,855) |
Balance, end of period | 59,328 | 222,096 |
Less current portion | (59,328) | (110,499) |
Non-current portion | $ 111,597 |
Schedule of Maturities of Lease
Schedule of Maturities of Lease Liabilities (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 |
Right-of-use Assets And Operating Lease Liabilities | ||||
2023 | $ 60,054 | |||
Less: Imputed interest | (726) | |||
Total operating lease liability | $ 59,328 | $ 222,096 | $ 322,951 | $ 257,909 |
Right-of-Use Assets and Opera_3
Right-of-Use Assets and Operating Lease Liabilities (Details Narrative) - USD ($) | Sep. 30, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Lease term | 36 months | |||
Average base rent | $ 7,600 | |||
Right-of-use asset and lease liability | 257,909 | $ 52,608 | $ 219,739 | $ 332,615 |
Lease liability | $ 257,909 | 59,328 | $ 222,096 | $ 322,951 |
Aelington Heights [Member] | ||||
Right-of-use asset and lease liability | $ 53,799 |
Schedule of Convertible Debt (D
Schedule of Convertible Debt (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Business Combination, Separately Recognized Transactions [Line Items] | ||
Total principal and accrued interest | $ 37,137 | $ 31,537 |
Reverse Merger [Member] | ||
Business Combination, Separately Recognized Transactions [Line Items] | ||
Total principal balance | 20,000 | 20,000 |
Accrued interest | 17,137 | 11,537 |
Total principal and accrued interest | $ 37,137 | $ 31,537 |
Convertible Debt Assumed Upon_3
Convertible Debt Assumed Upon Reverse Merger - Past Due (Details Narrative) - Merger Agreement [Member] - USD ($) | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Nov. 08, 2018 | Nov. 05, 2018 | |
Convertible Debt [Member] | ||||
Debt Instrument [Line Items] | ||||
Convertible debt assumed transaction principal balance outstanding | $ 20,000 | |||
Interest payable | $ 17,137 | $ 11,537 | ||
Shares issued price per share | $ 1.50 | |||
Convertible of common shares | shares | 24,758 | |||
Minimum [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt interest rate | 8% | |||
Maximum [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt interest rate | 22% |
Schedule of Acquisition Notes P
Schedule of Acquisition Notes Payable (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
GameIQ Acquisition Corp., Inc [Member] | ||
Short-Term Debt [Line Items] | ||
Total principal balance | $ 127,788 | |
Accrued interest | 688 | |
Acquisition Note Payable [Member] | ||
Short-Term Debt [Line Items] | ||
Total principal balance | 1,627,778 | $ 1,500,000 |
Accrued interest | 252,194 | 162,300 |
Total principal and accrued interest | 1,879,972 | 1,662,300 |
Less current portion | (1,798,478) | |
Non-current portion | 81,494 | 1,662,300 |
Acquisition Note Payable [Member] | GameIQ Acquisition Corp., Inc [Member] | ||
Short-Term Debt [Line Items] | ||
Total principal balance | 127,778 | |
Acquisition Note Payable [Member] | Restaurant.com, Inc. [Member] | ||
Short-Term Debt [Line Items] | ||
Total principal balance | $ 1,500,000 | $ 1,500,000 |
Acquisition Notes Payable (Deta
Acquisition Notes Payable (Details Narrative) - USD ($) | 12 Months Ended | ||||
Feb. 01, 2022 | Jan. 31, 2022 | Mar. 01, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | |
Restaurant.com Acquisition Note Payable [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Interest rate | 6% | ||||
Maturity date | Mar. 01, 2023 | ||||
Debt instrument face amount | $ 1,500,000 | $ 1,500,000 | $ 1,500,000 | ||
Accrued interest payable | 251,507 | $ 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 | ||||
Debt instrument face amount | 127,788 | ||||
Accrued interest payable | $ 688 | ||||
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 ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Financing Receivable, Credit Quality Indicator [Line Items] | ||
Total principal balance | $ 661,035 | $ 1,675,535 |
Accrued interest | 45,541 | 25,321 |
Total principal and accrued interest | 706,576 | 1,700,856 |
Less current portion | (15,217) | (11,115) |
Non-current portion | 691,359 | 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 | $ 661,035 | $ 650,000 |
Government Assistance Notes P_3
Government Assistance Notes Payable (Details Narrative) - USD ($) | 12 Months Ended | |||||||
Jul. 14, 2021 | Mar. 22, 2021 | Jul. 21, 2020 | Jun. 17, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | Feb. 28, 2022 | Jan. 31, 2020 | |
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 | |||||||
Forgiveness of notes payable | 1,025,535 | |||||||
Paycheck Protection Program Second Draw [Member] | SBA [Member] | ||||||||
Financing Receivable, Credit Quality Indicator [Line Items] | ||||||||
Loan proceeds | $ 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 | 45,541 | 25,321 | ||||||
Total principal balance | $ 3,465 | |||||||
Repayment of principal and interest in notes payable | $ 3,500 | |||||||
Debt instrument term | 30 years | |||||||
Notes payable outstanding | $ 661,035 | |||||||
Economic Injury Disaster Loans [Member] | SBA [Member] | ||||||||
Financing Receivable, Credit Quality Indicator [Line Items] | ||||||||
Loan proceeds | $ 350,000 | $ 150,000 | $ 150,000 | |||||
Accrued interest | $ 900 | |||||||
Total principal balance | $ 14,500 |
Summary of Stock Warrants (Deta
Summary of Stock Warrants (Details) - $ / shares | 12 Months Ended | |||
Mar. 01, 2022 | Feb. 28, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Number of shares, warrants issued | 400,000 | 60,000 | ||
Warrant [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Number of shares, warrants outstanding beginning balance | 20,667 | 54,000 | ||
Weighted average exercise price, warrants outstanding ending balance | $ 9 | $ 8.07 | ||
Number of shares, warrants issued | ||||
Weighted average exercise price, warrants issued | ||||
Number of shares, warrants exercised | ||||
Weighted average exercise price, warrants exercised | ||||
Number of shares, warrants expired | (20,667) | (33,333) | ||
Weighted average exercise price, warrants expired | $ 9.50 | $ 7.50 | ||
Number of shares, warrants outstanding ending balance | 20,667 | |||
Weighted average exercise price, warrants outstanding ending balance | $ 9 |
Stockholders_ Deficiency (Detai
Stockholders’ Deficiency (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Subsidiary, Sale of Stock [Line Items] | ||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, shares authorized | 750,000,000 | 750,000,000 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares outstanding | 14,152,378 | 12,879,428 |
Common stock, shares outstanding | 14,152,378 | 12,879,428 |
Issuance of common stock granted, shares | 461,000 | 150,000 |
Fair value of shares issued for services | $ 230,508 | $ 2,164,000 |
Proceeds from public offering | $ 250,000 | 1,958,466 |
Number of sharers issued for vendor balance | 26,000 | |
Number of sharers issued for vendor balance, value | $ 36,400 | |
Extinguishment of debt, vendor | 65,000 | |
Gain on vendor settlement | $ 28,600 | |
Number of sharers issued for note payable extension | 3,000 | |
Number of sharers issued for note payable extension, value | $ 7,500 | |
Issuance of common stock for legal settlement, shares | 8,000 | |
Issuance of common stock for legal settlement, value | $ 9,000 | |
Common Stock [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of shares issued for services | 223,117 | 845,758 |
Fair value of shares issued for services | $ 223 | $ 846 |
Number of sharers issued for note payable extension | 3,000 | |
Number of sharers issued for note payable extension, value | $ 3 | |
Issuance of common stock for legal settlement, shares | 8,000 | |
Issuance of common stock for legal settlement, value | $ 8 | |
IPO [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Proceeds from public offering | $ 250,000 | |
Sale of common stock shares | 100,000 | |
Sale price per share | $ 2.50 | |
IPO [Member] | Common Stock [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Proceeds from public offering | $ 1,958,466 | |
Sale of common stock shares | 805,346 | |
Sale price per share | $ 2.46 | |
Offering costs | $ 21,686 | |
Game iQ [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Shares issued price per share | $ 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 | |
Shares issued price per share | $ 0.50 | |
Number of shares issued for services | 240,000 | |
Fair value of shares issued for services | $ 220,000 | |
Unvested compensation | $ 140,000 | |
Employees [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Shares issued price per share | $ 0.50 | |
Unvested compensation | $ 19,630 | |
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 | $ 55,620 | |
Consultants for Services [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of shares issued for services | 223,117 | 845,758 |
Fair value of shares issued for services | $ 230,508 | $ 2,164,000 |
Schedule of Valuation Assumptio
Schedule of Valuation Assumption of Stock Option (Details) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Risk-free interest rate | 1.81% | 0.89% |
Expected dividend yield | 0% | 0% |
Expected volatility | 270% | |
Expected life | 4 years 6 months | |
Minimum [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Expected volatility | 309.92% | |
Expected life | 3 years | |
Maximum [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Expected volatility | 366.13% | |
Expected life | 5 years |
Summary of Stock Option Activit
Summary of Stock Option Activity (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Payment Arrangement [Abstract] | ||
Number of options, outstanding beginning balance | 187,116 | 37,116 |
Weighted average exercise price, options outstanding beginning balance | $ 12.38 | $ 50.93 |
Number of options, granted | 461,000 | 150,000 |
Weighted average exercise price, options granted | $ 1.43 | $ 2.83 |
Number of options, exercised | ||
Weighted average exercise price, options exercised | ||
Number of options, expired or forfeited | ||
Weighted average exercise price, options expired or forfeited | ||
Number of options, outstanding ending balance | 648,116 | 187,116 |
Weighted average exercise price, options outstanding ending balance | $ 4.59 | $ 12.38 |
Number of options, exercisable ending balance | 472,291 | |
Weighted average exercise price, options exercisable ending balance | $ 5.77 |
Schedule of Options Summarized
Schedule of Options Summarized by Exercise Price (Details) - $ / shares | Dec. 31, 2022 | Mar. 01, 2022 | Feb. 28, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||||
Option Exercise Price Per Share | $ 1.50 | $ 1 | |||
Option Outstanding, Shares | 648,116 | 187,116 | 37,116 | ||
Option Exercisable, Shares | 472,291 | 461,000 | |||
Equity Option [Member] | |||||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||||
Option Outstanding, Shares | 648,116 | ||||
Option Exercisable, Shares | 472,291 | ||||
Equity Option [Member] | Exercise Price Range One [Member] | |||||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||||
Option Exercise Price Per Share | $ 1 | ||||
Option Outstanding, Shares | 61,000 | ||||
Option Exercisable, Shares | 35,179 | ||||
Equity Option [Member] | Exercise Price Range Two [Member] | |||||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||||
Option Exercise Price Per Share | $ 1.05 | ||||
Option Outstanding, Shares | 32,000 | ||||
Option Exercisable, Shares | 32,000 | ||||
Equity Option [Member] | Exercise Price Range Three [Member] | |||||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||||
Option Exercise Price Per Share | $ 1.50 | ||||
Option Outstanding, Shares | 400,000 | ||||
Option Exercisable, Shares | 250,000 | ||||
Equity Option [Member] | Exercise Price Range Four [Member] | |||||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||||
Option Exercise Price Per Share | $ 2.50 | ||||
Option Outstanding, Shares | 50,000 | ||||
Option Exercisable, Shares | 50,000 | ||||
Equity Option [Member] | Exercise Price Range Five [Member] | |||||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||||
Option Exercise Price Per Share | $ 3 | ||||
Option Outstanding, Shares | 100,000 | ||||
Option Exercisable, Shares | 100,000 | ||||
Equity Option [Member] | Exercise Price Range Six [Member] | |||||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||||
Option Exercise Price Per Share | $ 363.17 | ||||
Option Outstanding, Shares | 5,116 | ||||
Option Exercisable, Shares | 5,116 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details Narrative) - USD ($) | 12 Months Ended | |||||||
Apr. 01, 2022 | Mar. 01, 2022 | Feb. 28, 2022 | Mar. 21, 2021 | Mar. 15, 2021 | Jan. 27, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Stock options fair value | $ 243,000 | $ 74,997 | $ 149,994 | $ 149,994 | ||||
Number of stock options issued | 461,000 | 472,291 | ||||||
Number of stock options vesting each month | 400,000 | 60,000 | ||||||
Exercise price of stock options | $ 1.50 | $ 1 | ||||||
Exercise price of vested options for subsequent date | 33% | |||||||
Stock option exercisable period | 6 years 3 months 25 days | 5 years | ||||||
Exercise price | $ 5.77 | |||||||
Stock options to purchase grant | 461,000 | 150,000 | ||||||
Compensation expense relating to vested stock options | $ 156,718 | $ 437,877 | ||||||
Vesting rights description | approximately $86,303 which will be recognized as an expense as the options vest in future periods through February 28, 2024. | |||||||
Share based compensation | $ 86,303 | |||||||
Share Price | $ 1.42 | |||||||
Stock option exercisable intrinsic value | $ 36,995 | |||||||
Advisory Agreement [Member] | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Stock options fair value | $ 287,883 | |||||||
Stock options to purchase | 50,000 | 100,000 | ||||||
Stock option exercisable period | 2 years | 3 years | ||||||
Stock options purchase price per share | $ 2.50 | $ 3.50 | ||||||
Exercise price | $ 3 | $ 2.88 | ||||||
Stock options to purchase vesting | 25,000 | |||||||
Stock options to purchase grant | 25,000 | |||||||
Equity Option [Member] | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Number of stock options vesting each month | 10,000 | 160,000 | ||||||
Share-Based Payment Arrangement [Member] | Advisory Agreement [Member] | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Share based compensation unvested description | The remaining unvested portion of the fair value of the stock options was charged to operations ratably from March 16, 2021 through June 15, 2021. |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | 12 Months Ended | ||||
Jan. 28, 2022 | Feb. 03, 2021 | Apr. 17, 2019 | Dec. 31, 2022 | Dec. 31, 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 |
Schedule of Deferred Tax Assets
Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforwards | $ 11,779,000 | $ 10,483,000 |
Valuation allowance | (11,779,000) | (10,483,000) |
Net deferred tax assets |
Schedule of Income Tax Effectiv
Schedule of Income Tax Effective Tax Rate (Details) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
U. S. federal statutory tax rate | (21.00%) | (21.00%) |
State income taxes, net of federal tax benefit | (6.00%) | (6.00%) |
Tax-exempt Paycheck Protection Loan forgiveness | (17.00%) | (2.70%) |
Change in valuation allowance | 44% | 29.70% |
Effective tax rate | 0% | 0% |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Income Tax Disclosure [Abstract] | |
Federal net operating loss carry forwards | $ 39,700,000 |
Income tax examination description | if not utilized earlier, will begin to expire in the year ending December 31, 2030 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - Subsequent Event [Member] | 1 Months Ended |
Mar. 31, 2023 USD ($) shares | |
Subsequent Event [Line Items] | |
Notes payable acquisition | $ | $ 1,770,000 |
Notes payable acquisition,shares | shares | 554,859 |