Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2023 | Oct. 31, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2023 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2023 | |
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 | 1100 Woodfield Road | |
Entity Address, Address Line Two | Suite 510 | |
Entity Address, City or Town | Schaumburg | |
Entity Address, State or Province | IL | |
Entity Address, Postal Zip Code | 60173 | |
City Area Code | (847) | |
Local Phone Number | 506-9680 | |
Title of 12(b) Security | Common Stock, par value $.001 | |
Trading Symbol | RSTN | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Elected Not To Use the Extended Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 16,761,960 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 2,613,868 | $ 1,122,958 |
Accounts receivable | 156,439 | 209,808 |
Deposits with credit card processor | 41,210 | 87,237 |
Prepaid expenses and other current assets | 90,428 | 102,193 |
Total current assets | 2,901,945 | 1,522,196 |
Operating lease right of use asset, net | 263,851 | 52,608 |
Deposits | 7,500 | |
Total assets | 3,173,296 | 1,574,804 |
Current liabilities: | ||
Accounts payable | 1,165,085 | 1,206,615 |
Accrued expenses | 556,348 | 516,882 |
Deferred revenue | 118,678 | 217,311 |
Government assistance notes payable-SBA loans, current portion | 39,876 | 15,217 |
Operating lease liability, current portion | 65,232 | 59,328 |
Convertible note payable, past due, including accrued interest of $19,387 and $17,137, respectively | 39,387 | 37,137 |
Notes payable, acquisitions, current portion, including accrued interest of $0 and $251,507, respectively | 34,066 | 1,798,478 |
Total current liabilities | 2,018,672 | 3,850,968 |
Notes payable, acquisitions, including accrued interest of $845 and $687, respectively | 81,883 | 81,494 |
Government assistance notes payable -SBA loans, including accrued interest of $34,411 and $45,541, respectively, net of current portion | 655,570 | 691,359 |
Operating lease liability, net of current portion | 220,869 | |
Total liabilities | 2,976,994 | 4,623,821 |
Stockholders’ equity (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; 16,761,960 and 14,152,378 shares issued and outstanding at September 30, 2023 and December 31, 2022, respectively | 16,756 | 14,153 |
Additional paid-in-capital | 63,823,534 | 58,123,246 |
Common stock issuable, 383,343 shares | 383,343 | 383,343 |
Accumulated deficit | (64,027,331) | (61,569,759) |
Total stockholders’ equity (deficiency) | 196,302 | (3,049,017) |
Total liabilities and stockholders’ equity (deficiency) | $ 3,173,296 | $ 1,574,804 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
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 | 16,761,960 | 14,152,378 |
Common stock, shares outstanding | 16,761,960 | 14,152,378 |
Common stock issuable, shares | 383,343 | 383,343 |
Convertible Debt [Member] | ||
Short-Term Debt [Line Items] | ||
Accrued interest current | $ 19,387 | $ 17,137 |
Acquisition Note Payable [Member] | ||
Short-Term Debt [Line Items] | ||
Accrued interest current | 0 | 251,507 |
Accrued interest non current | 845 | 687 |
Government Assistance Note Payable [Member] | ||
Short-Term Debt [Line Items] | ||
Accrued interest non current | $ 34,411 | $ 45,541 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Income Statement [Abstract] | ||||
Revenues | $ 572,916 | $ 824,747 | $ 2,106,115 | $ 3,395,681 |
Operating expenses | ||||
Cost of revenues | 59,417 | 38,798 | 255,683 | 637,096 |
Selling, general and administrative expenses | 703,553 | 1,315,716 | 4,273,187 | 4,227,766 |
Amortization of intangible assets | 37,144 | 86,668 | ||
Total operating expenses | 762,970 | 1,391,658 | 4,528,870 | 4,951,530 |
Loss from operations | (190,054) | (566,911) | (2,422,755) | (1,555,849) |
Other income (expenses) | ||||
Interest | (1,916) | (29,431) | (34,817) | (85,137) |
Gain on legal settlement | 69,000 | |||
Gain on vendor settlement | 28,600 | |||
Gain from forgiveness of government assistance notes payable | 1,025,535 | |||
Total other income (expenses) | (1,916) | (29,431) | (34,817) | 1,037,998 |
Net loss | $ (191,970) | $ (596,342) | $ (2,457,572) | $ (517,851) |
Net loss per share basic | $ (0.1) | $ (0.04) | $ (0.16) | $ (0.04) |
Net loss per share diluted | $ (0.1) | $ (0.04) | $ (0.16) | $ (0.04) |
Weighted average common shares outstanding basic | 14,742,677 | 14,148,393 | 15,651,039 | 13,646,878 |
Weighted average common shares outstanding diluted | 14,742,677 | 14,148,393 | 15,651,039 | 13,646,878 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Stockholders' Deficiency (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Beginning balance, value | $ (273,936) | $ (1,817,371) | $ (3,049,017) | $ (3,019,739) | $ (3,019,739) |
Fair value of vested options | 78,707 | 18,727 | 242,696 | 138,223 | |
Cashless exercise of stock options | |||||
Cashless exercise of stock options, shares | 8,333 | ||||
Fair value of vested restricted stock units for employees | 83,750 | 5,815 | $ 521,945 | 51,453 | |
Issuance of common stock for cash | 499,751 | 2,504,750 | 250,000 | ||
Net loss | (191,970) | (596,342) | (2,457,572) | (517,851) | |
Ending balance, value | 196,302 | (2,341,006) | 196,302 | (2,341,006) | (3,049,017) |
Fair value of vested restricted stock units for directors | 140,000 | ||||
Issuance of common stock for services | 19,999 | 523,500 | 230,508 | ||
Issuance of common stock on conversion of acquisition note | $ 1,770,000 | ||||
Issuance of common stock to directors for services | 28,166 | 190,000 | |||
Issuance of common stock to directors for sevices, shares | 1,252,500 | ||||
Issuance of common stock for vendor balance | 36,400 | ||||
Issuance of common stock for GameIQ acquisition | 300,000 | ||||
Preferred Stock [Member] | |||||
Beginning balance, value | |||||
Beginning balance, shares | |||||
Issuance of common stock for cash | |||||
Net loss | |||||
Ending balance, value | |||||
Ending balance, shares | |||||
Issuance of common stock for services | |||||
Issuance of common stock to directors for services | |||||
Issuance of common stock for vendor balance | |||||
Issuance of common stock for GameIQ acquisition | |||||
Common Stock [Member] | |||||
Beginning balance, value | $ 16,506 | $ 14,120 | $ 14,153 | $ 12,880 | $ 12,880 |
Beginning balance, shares | 16,506,404 | 14,119,045 | 14,152,378 | 12,879,428 | 12,879,428 |
Fair value of vested options | |||||
Cashless exercise of stock options | |||||
Cashless exercise of stock options, shares | 5,556 | 5,556 | |||
Fair value of vested restricted stock units for employees | $ 166 | $ 84 | |||
Fair value of vested restricted stock units for employees, shares | 166,667 | 83,833 | |||
Issuance of common stock for cash | $ 250 | $ 1,253 | $ 100 | ||
Issuance of common stock for cash, shares | 250,000 | 1,252,500 | 100,000 | ||
Net loss | |||||
Ending balance, value | $ 16,756 | $ 14,153 | $ 16,756 | $ 14,153 | $ 14,153 |
Ending balance, shares | 16,761,960 | 14,152,378 | 16,761,960 | 14,152,378 | 14,152,378 |
Fair value of vested restricted stock units for directors | $ 480 | ||||
Fair value of vested restricted stock units for directors, shares | 480,000 | ||||
Issuance of common stock for services | $ 33 | $ 150 | $ 223 | ||
Issuance of common stock for services, shares | 33,333 | 150,000 | 223,117 | ||
Issuance of common stock on conversion of acquisition note | $ 554 | ||||
Issuance of common stock on conversion of acquisition note, shares | 554,859 | ||||
Issuance of common stock to directors for services | $ 240 | ||||
Issuance of common stock to directors for sevices, shares | 240,000 | ||||
Issuance of common stock for vendor balance | $ 26 | ||||
Issuance of common stock for vendor balance, shares | 26,000 | ||||
Issuance of common stock for GameIQ acquisition | $ 600 | ||||
Issuance of common stock for gameIQ acquisition, shares | 600,000 | ||||
Common Stock Issuable [Member] | |||||
Beginning balance, value | $ 383,343 | $ 383,343 | $ 383,343 | $ 383,343 | $ 383,343 |
Beginning balance, shares | 383,343 | 383,343 | 383,343 | 383,343 | 383,343 |
Fair value of vested options | |||||
Cashless exercise of stock options | |||||
Fair value of vested restricted stock units for employees | |||||
Issuance of common stock for cash | |||||
Net loss | |||||
Ending balance, value | $ 383,343 | $ 383,343 | $ 383,343 | $ 383,343 | $ 383,343 |
Ending balance, shares | 383,343 | 383,343 | 383,343 | 383,343 | 383,343 |
Fair value of vested restricted stock units for directors | |||||
Issuance of common stock for services | |||||
Issuance of common stock on conversion of acquisition note | |||||
Issuance of common stock to directors for services | $ 383,000 | $ 383,000 | |||
Issuance of common stock to directors for sevices, shares | 383,343 | 383,343 | |||
Issuance of common stock for GameIQ acquisition | |||||
Additional Paid-in Capital [Member] | |||||
Beginning balance, value | $ 63,161,576 | 57,997,910 | $ 58,123,246 | 56,875,273 | $ 56,875,273 |
Fair value of vested options | 78,707 | 18,727 | 242,696 | 138,223 | |
Cashless exercise of stock options | |||||
Fair value of vested restricted stock units for employees | 83,750 | 5,815 | 521,778 | 51,369 | |
Issuance of common stock for cash | 499,501 | 2,503,498 | 249,900 | ||
Net loss | |||||
Ending balance, value | 63,823,534 | 58,070,584 | 63,823,534 | 58,070,584 | 58,123,246 |
Fair value of vested restricted stock units for directors | 139,520 | ||||
Issuance of common stock for services | 19,966 | 523,350 | 230,285 | ||
Issuance of common stock on conversion of acquisition note | 1,769,446 | ||||
Issuance of common stock to directors for services | 28,166 | 189,760 | |||
Issuance of common stock for vendor balance | 36,374 | ||||
Issuance of common stock for GameIQ acquisition | 299,400 | ||||
Retained Earnings [Member] | |||||
Beginning balance, value | (63,835,361) | (60,212,744) | (61,569,759) | (60,291,235) | (60,291,235) |
Net loss | (191,970) | (596,342) | (2,457,572) | (517,851) | |
Ending balance, value | $ (64,027,331) | $ (60,809,086) | $ (64,027,331) | $ (60,809,086) | $ (61,569,759) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (2,457,572) | $ (517,851) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Amortization of intangible assets | 86,668 | |
Fair value of vested stock options | 242,697 | 138,223 |
Fair value of vested restricted stock for directors | 140,000 | 190,000 |
Fair value of vested restricted stock for employees | 521,945 | 51,453 |
Fair value of common stock issued for services | 523,500 | 230,508 |
Gain on vendor settlement | (28,600) | |
Gain on legal settlement | (69,000) | |
Gain on forgiveness of government assistance note payable | (1,025,535) | |
Changes in operating assets and liabilities: | ||
Accounts receivable | 53,369 | 19,372 |
Prepaid expenses and other current assets | 11,765 | 8,852 |
Deposits with credit card processor | 46,027 | |
Decrease in operating lease right of use assets | 82,555 | 85,533 |
Deposits | (7,500) | |
Accounts payable | (41,530) | 271,049 |
Accrued expenses | 39,466 | (110,664) |
Deferred revenue | (98,633) | (51,094) |
Accrued interest payable | 9,781 | 85,138 |
Operating lease liability | (67,026) | (81,296) |
Net cash used in operating activities | (1,001,156) | (717,244) |
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 | ||
Proceeds from issuance of common stock for cash | 2,504,750 | 250,000 |
Repayment of acquisition obligation | (12,684) | (13,136) |
Net cash provided by financing activities | 2,492,066 | 236,864 |
Net increase in cash and cash equivalents | 1,490,910 | (467,575) |
Cash and cash equivalents beginning of period | 1,122,958 | 1,930,325 |
Cash and cash equivalents end of period | 2,613,868 | 1,462,750 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | ||
Interest paid | ||
Taxes paid | ||
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Common stock issued on conversion of acquisition note principal and interest | 1,770,000 | |
Operating lease right of use asset and related lease liability | 293,798 | |
Goodwill and intangible assets acquired from acquisition of GameIQ | 443,509 | |
Fair value of common shares issued on acquisition of GameIQ | 300,000 | |
Notes payable issued from acquisition of GameIQ | 140,914 | |
Government assistance notes payable and accrued interest assumed on acquisition of GameIQ | 15,400 | |
Fair value of common shares issued in settlement of vendor payable | $ 36,400 |
Basis of Presentation
Basis of Presentation | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | 1. Basis of Presentation The accompanying interim condensed consolidated financial statements of RDE, Inc. (the “Company”, “we”, “us”, or “our”), are unaudited, but in the opinion of management contain all adjustments, including normal recurring adjustments, necessary to present fairly our financial position at September 30, 2023 and the results of operations and cash flows for the three and nine months ended September 30, 2023 and 2022. Intercompany transactions and balances have been eliminated in consolidation. Certain information and footnote disclosures normally included in financial statements that have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission regarding interim financial reporting. We believe that the disclosures contained in these condensed financial statements are adequate to make the information presented herein not misleading. For further information, refer to the financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, as filed with the Securities and Exchange Commission on March 7, 2023. The results of operations for the nine months ended September 30, 2023 are not necessarily indicative of the results of operations to be expected for the full fiscal year ending December 31, 2023. The accompanying consolidated financial statements are unaudited and include the accounts of the Company and its wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. In accordance with the “Segment Reporting” Topic of the Accounting Standards Codification, the Company’s chief operating decision maker (the Company’s Chief Executive Officer) determined that the Company has only one reporting unit. Agreement and Plan of Merger with CardCash Exchange, Inc. On August 18, 2023, RDE entered into an Agreement and Plan of Merger with CardCash Exchange, Inc., (“CardCash”) a leading secondary gift card exchange. RDE, subject to a number of closing conditions, including that it meet the listing standards for the Nasdaq Capital Market, will acquire the business of CardCash for (i) $ 2,000,000 1,000,000 1,000,000 6,108,077 27.7 37 Going Concern The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As reflected in the accompanying financial statements, during the nine months ended September 30, 2023, the Company recorded a net loss of $ 2,457,572 and used cash in operations of $ 1,001,156 . These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date of the financial statements being issued. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to raise additional funds and implement its business plan. As a result, management has concluded that there is substantial doubt about the Company’s ability to continue as a going concern. The Company’s independent registered public accounting firm, in its report on the Company’s consolidated financial statements for the year ended December 31, 2022, has also expressed substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. At September 30, 2023, the Company had cash on hand in the amount of $ 2,613,868 COVID-19 The Company is closely monitoring the impact of the pandemic on all aspects of its business, including how the pandemic may continue to impact its employees, suppliers, vendors, and business partners. While the pandemic did not materially affect the Company’s financial results and business operations for the three and nine months ended September 30, 2023, the Company is unable to predict the impact that COVID-19 will have on its financial position and operating results in future periods due to numerous uncertainties. The Company will continue to assess the evolving impact of the COVID-19 pandemic and will make adjustments to its operations as necessary. |
Significant Accounting Policies
Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | 2. Significant Accounting Policies 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, disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include those related to assumptions used in accruals for potential liabilities, redemption rate of promotional gift cards, assumptions used in valuing equity instruments issued for services, and the valuation allowance for deferred tax assets. 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. The Company operates online websites that sell discounted restaurant coupons, travel and vacation packages, and other merchandise. 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. Restaurant Coupons revenues Sale of Restaurant Coupons The Company sells discount certificates for restaurants on behalf of third-party restaurants. Approximately 9 to 13 days each month the Company emails its customers offers for restaurant discounts based on location and personal preferences. Consumers also access deals offered by the Company directly through the Company’s websites and mobile applications. A typical restaurant discount deal might offer a $25 discount that can be used toward a $50 purchase at a restaurant. Sale of Promotional Gift Card Revenue The Company sells Restaurant.com promotional gift cards which can only be redeemed 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. Travel, Vacation and Merchandise Revenues 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 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. 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. In the following table, revenue is disaggregated by our divisions and type of revenue for the three months ended September 30, 2023 and 2022: Schedule of Disaggregation of Revenue Sales Channels Restaurant Coupons Sale of Advertising Total Three Months Ended September 30, 2023 Business to consumer (B2C) $ 125,017 $ 35,723 $ 35,017 $ 195,757 Business to business (B2B) 377,159 - - 377,159 Other - - - - Total $ 502,176 $ 35,723 $ 35,017 $ 572,916 Three Months Ended September 30, 2022 Business to consumer (B2C) $ 158,564 $ 69,733 $ 44,704 $ 273,001 Business to business (B2B) 547,357 - - 547,357 Other 4,389 - - 4,389 Total $ 710,310 $ 69,733 $ 44,704 $ 824,747 In the following table, revenue is disaggregated by our divisions and type of revenue for the nine months ended September 30, 2023 and 2022: Sales Channels Restaurant Coupons Sale of Advertising Total Nine Months Ended September 30, 2023 Business to consumer (B2C) $ 559,275 $ 171,416 $ 124,607 $ 855,298 Business to business (B2B) 1,250,701 - - 1,250,701 Other 116 - - 116 Total $ 1,810,092 $ 171,416 $ 124,607 $ 2,106,115 Nine Months Ended September 30, 2022 Business to consumer (B2C) $ 513,578 $ 219,334 $ 136,166 $ 869,078 Business to business (B2B) 2,501,066 - - 2,501,066 Other 25,537 - - 25,537 Total $ 3,040,181 $ 219,334 $ 136,166 $ 3,395,681 Business Combinations The Company accounts for its business combinations using the acquisition method of accounting where the purchase consideration is allocated to the tangible and intangible assets acquired, and liabilities assumed, based on their respective fair values as of the acquisition date. The excess of the fair value of the purchase consideration over the estimated fair values of the net assets acquired is recorded as goodwill. When determining the fair values of assets acquired and liabilities assumed, management makes significant estimates and assumptions, especially with respect to intangible assets. Critical estimates in valuing intangible assets include, but are not limited to, expected future cash flows, which includes consideration of future growth and margins, future changes in technology, brand awareness and discount rates. Fair value estimates are based on the assumptions that management believes a market participant would use in pricing the asset or liability. Earnings (Loss) Per Share Basic earnings (loss) per share is computed using the weighted average number of common shares issued and outstanding during the period. Diluted earnings (loss) per share is computed using the weighted average number of common shares and the dilutive effect of contingent shares outstanding during the period. Potentially dilutive contingent shares, which primarily consist of convertible notes and stock issuable upon the exercise of stock options and warrants, have been excluded from the calculation of diluted loss per share because their effect is anti-dilutive. Loss per common share is computed by dividing net loss by the weighted average number of shares of common stock issued and outstanding during the respective periods. Basic and diluted loss per common share was the same for all periods presented because all convertible notes and stock issuable upon the exercise of stock options and warrants outstanding were anti-dilutive. At September 30, 2023 and 2022, the Company excluded the outstanding convertible debt and securities summarized below, which entitle the holders thereof to acquire shares of common stock, from its calculation of earnings per share, as their effect would have been anti-dilutive. Schedule of Anti- dilutive Securities Excluded from Computation of Earning Loss Per Share September 30, 2023 September 30, 2022 Convertible notes payable 26,258 24,258 Common stock issuable 383,343 383,343 Common stock options 734,783 648,116 Total 1,144,384 1,055,717 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, dividend rate, and a risk-free interest rate. The expected volatility is based on the historical volatility of the Company’s common stock, calculated utilizing a look-back period approximately equal to the contractual life of the stock option being granted. The expected life of the stock option is calculated as the mid-point between the vesting period and the contractual term (the “simplified method”). The risk-free interest rate is estimated using comparable published federal funds rates. Advertising Costs The Company has marketing relationship agreements with various online companies such as portal networks, contextual sites, search engines and affiliate partners. Advertising costs are generally charged to the Company monthly per vendor agreements, which typically are based on visitors and/or registrations delivered to the site or at a set fee. Agreements do not provide for guaranteed renewal and may be terminated by the Company without cause. Such advertising costs are charged to expense as incurred and included in selling, general and administrative expenses in the statements of operations. During the nine months ended September 30, 2023 and 2022, advertising costs were $ 165,710 247,759 Customer and Vendor Concentration As of September 30, 2023 and December 31, 2022, there were two customers and one customer who accounted for over 10 10 10 10 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. 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 was effective beginning January 1, 2023 and early adoption is permitted. The Company adopted ASU 2016-13 effective January 1, 2023. The adoption of ASU 2016-13 did not 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 Company adopted ASU 2021-18 effective January 1, 2023. The adoption of ASU 2021-08 did not 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. |
Right-of-Use Assets and Operati
Right-of-Use Assets and Operating Lease Liabilities | 9 Months Ended |
Sep. 30, 2023 | |
Right-of-use Assets And Operating Lease Liabilities | |
Right-of-Use Assets and Operating Lease Liabilities | 3. Right-of-Use Assets and Operating Lease Liabilities The Company leases certain corporate office spaces under an operating lease agreement. Operating lease right-of-use (“ROU”) assets and operating lease 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. As of December 31, 2022, the ROU assets were $ 52,608 36 7,500 293,798 82,555 263,851 As of December 31, 2022, operating lease liabilities were $ 59,328 293,798 67,026 286,100 The components of lease expense and supplemental cash flow information related to leases for the period are as follows: Schedule of Lease Expenses and Supplemental Cash Flow Information September 30, September 30, 2023 2022 Lease costs: Operating lease (included in general and administrative in the Company’s consolidated statement of operations) $ 83,000 $ 73,000 Other information: Cash paid for amounts included in the measurement of lease liabilities $ 77,000 $ 68,000 Weighted average remaining lease term – operating leases (in years) 3.6 0.8 Average discount rate – operating leases 7 % 4 % The supplemental balance sheet information related to leases for the period is as follows: Schedule of Supplemental Balance Sheet Information September 30, December 31 2023 2022 Long-term right-of-use assets $ 263,851 $ 52,608 Short-term operating lease liabilities $ 65,232 $ 59,328 Long-term operating lease liabilities 220,869 - Total operating lease liabilities $ 286,101 $ 59,328 Supplemental cash flow information related to the lease liabilities are as follows: Schedule of Supplemental Cash Flow Information Operating Year Ending June 30: Lease 2023 (remaining 3 months) $ 22,000 2024 92,000 2025 96,000 2026 99,000 2027 34,000 Total lease payments 343,000 Less: Imputed interest/present value (56,899 ) Present value of lease liabilities $ 286,101 |
Convertible Note Payable- Past
Convertible Note Payable- Past Due | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Convertible Note Payable- Past Due | 4. Convertible Note Payable- Past Due Convertible notes consists of the following at September 30, 2023 and December 31, 2022: Schedule of Convertible Debt September 30, 2023 December 31, Principal balance $ 20,000 $ 20,000 Accrued interest 19,387 17,137 Total principal and accrued interest $ 39,387 $ 37,137 In 2018, the Company merged with Incumaker, Inc. The merger was treated as a reverse merger and recapitalization of the Company for financial accounting purposes. In conjunction with the merger with Incumaker, Inc., the Company assumed certain outstanding convertible notes payable. At September 30, 2023 and December 31, 2022, the remaining convertible note assumed in the reverse merger had a principal balance outstanding of $ 20,000 15 19,387 17,137 1.50 26,258 |
Notes Payable, Acquisitions
Notes Payable, Acquisitions | 9 Months Ended |
Sep. 30, 2023 | |
Notes Payable Acquisitions | |
Notes Payable, Acquisitions | 5. Notes Payable, Acquisitions Notes payable, acquisitions consists of the following at September 30, 2023 and December 31, 2022: Schedule of Acquisition Notes Payable September 30, December 31, 2023 2022 GameIQ acquisition note payable $ 115,104 $ 127,778 Restaurant.com acquisition note payable - 1,500,000 Total principal balance 115,104 1,627,778 Accrued interest 845 252,194 Total principal and accrued interest 115,949 1,879,972 Less current portion (34,066 ) (1,798,478 ) Non-current portion $ 81,883 $ 81,494 GameIQ Acquisition Note Payable On February 1, 2022, two notes payable for the purchase of GameIQ were issued, one for $ 78,813 62,101 1 February 1, 2025 As of December 31, 2022, the notes payable had an aggregate principal balance outstanding of $ 127,788 688 12,674 115,104 845 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, the note payable had a principal balance outstanding of $ 1,500,000 251,507 1,770,000 554,859 |
Government Assistance Notes Pay
Government Assistance Notes Payable -SBA Loans | 9 Months Ended |
Sep. 30, 2023 | |
Government Assistance Notes Payable -sba Loans | |
Government Assistance Notes Payable -SBA Loans | 6. Government Assistance Notes Payable -SBA Loans Government Assistance Notes Payable-SBA Loans consists of the following at September 30, 2023, and December 31, 2022: Schedule of Notes Payable September 30, December 31, 2023 2022 Economic Injury/Disaster Loans $ 661,035 $ 661,035 Accrued interest 34,411 45,541 Total principal and accrued interest 695,446 706,576 Less current portion (39,876 ) (15,217 ) Non-current portion $ 655,570 $ 691,359 Economic Injury Disaster Loans (EIDL): In 2020 and 2021, the Company received an aggregate of $ 650,000 14,500 900 The loans bear interest at 3.75 3,500 30 661,035 661,035 34,411 45,541 |
Stockholder_s Equity (Deficit)
Stockholder’s Equity (Deficit) | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
Stockholder’s Equity (Deficit) | 7. Stockholder’s Equity (Deficit) Common Stock Transactions Issuance of Common Stock on Sale of Common Stock During the nine months ended September 30, 2023, the Company received net proceeds of $ 2,504,750 1,252,500 2.00 Issuance of Common Stock on Conversion of Acquisition Note On March 1, 2023, the principal and interest balance of approximately $ 1,770,000 554,859 Issuance of Restricted Stock to Directors In fiscal 2022, the Company granted 720,000 360,000 0.50 During the nine months ended September 30, 2023, the Company issued the remaining 480,000 shares of common stock and recognized $ 140,000 of expense related to the vesting of restricted shares, leaving no remaining future vesting expense. During the nine months ended September 30, 2022, the Company issued 240,000 of these shares of common stock with a fair value of $ 190,000 based upon its vesting term Issuance of Restricted Stock to Employees In fiscal 2022, the Company granted 150,500 75,250 0.50 On April 1,2023, the Company granted 300,000 1,005,000 3.35 200,000 100,000 33 33 During the nine months ended September 30, 2023, the Company issued 166,667 521,945 of expense related to the vesting of restricted shares, leaving $ 502,500 remaining to be expensed upon vesting in future periods through March 31, 2025. During the nine months ended September 30, 2022, the Company issued 83,833 of these shares of restricted stock with a fair value of $ 51,453 based upon its vesting term. Issuance of Common Stock for Services During the nine months ended September 30, 2023, the Company issued 150,000 523,500 3.49 During the nine months ended September 30, 2022, the Company issued 223,117 230,508 Common Stock Issuable At September 30, 2023 and December 31, 2022, 383,343 383,000 Stock Options A summary of stock options for the nine months ended September 30, 2023, is as follows: Summary of Stock Options Number Weighted Balance outstanding, December 31, 2022 648,116 4.59 Options granted 95,000 3.35 Options exercised (8,333 ) 1.00 Options expired or forfeited - - Balance outstanding, September 30, 2023 734,783 $ 4.43 Balance exercisable, September 30, 2023 642,073 $ 4.68 On April 1, 2023, the Company, pursuant to the terms of its 2019 Stock Incentive Plan, approved options exercisable into 95,000 95,000 3.35 33 33 3.35 294,000 3.35 3.00 203 0 2.61 The expected term represents the weighted-average period of time that share option awards granted are expected to be outstanding giving consideration to vesting schedules and historical participant exercise behavior; the expected volatility is based upon historical volatility of the Company’s common stock; the expected dividend yield is based on the fact that the Company has not paid dividends in the past and does not expect to pay dividends in the future; and the risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of measurement corresponding with the expected term of the share option award. During the nine months ended September 30, 2023, the Company recognized $ 242,696 327,367 The weighted average remaining contractual life of common stock options outstanding and exercisable at September 30, 2023 was 6.08 4.30 1,721,300 |
Contingencies
Contingencies | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contingencies | 8. Contingencies From time to time the Company may be named in claims arising in the ordinary course of business. Currently, there are no such legal proceeding that are pending against the Company or that involve the Company that, in the opinion of management, could reasonably be expected to have a material adverse effect on the Company’s business or financial condition. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
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, disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include those related to assumptions used in accruals for potential liabilities, redemption rate of promotional gift cards, assumptions used in valuing equity instruments issued for services, and the valuation allowance for deferred tax assets. |
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. The Company operates online websites that sell discounted restaurant coupons, travel and vacation packages, and other merchandise. 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. Restaurant Coupons revenues Sale of Restaurant Coupons The Company sells discount certificates for restaurants on behalf of third-party restaurants. Approximately 9 to 13 days each month the Company emails its customers offers for restaurant discounts based on location and personal preferences. Consumers also access deals offered by the Company directly through the Company’s websites and mobile applications. A typical restaurant discount deal might offer a $25 discount that can be used toward a $50 purchase at a restaurant. Sale of Promotional Gift Card Revenue The Company sells Restaurant.com promotional gift cards which can only be redeemed 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. Travel, Vacation and Merchandise Revenues 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 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. 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. In the following table, revenue is disaggregated by our divisions and type of revenue for the three months ended September 30, 2023 and 2022: Schedule of Disaggregation of Revenue Sales Channels Restaurant Coupons Sale of Advertising Total Three Months Ended September 30, 2023 Business to consumer (B2C) $ 125,017 $ 35,723 $ 35,017 $ 195,757 Business to business (B2B) 377,159 - - 377,159 Other - - - - Total $ 502,176 $ 35,723 $ 35,017 $ 572,916 Three Months Ended September 30, 2022 Business to consumer (B2C) $ 158,564 $ 69,733 $ 44,704 $ 273,001 Business to business (B2B) 547,357 - - 547,357 Other 4,389 - - 4,389 Total $ 710,310 $ 69,733 $ 44,704 $ 824,747 In the following table, revenue is disaggregated by our divisions and type of revenue for the nine months ended September 30, 2023 and 2022: Sales Channels Restaurant Coupons Sale of Advertising Total Nine Months Ended September 30, 2023 Business to consumer (B2C) $ 559,275 $ 171,416 $ 124,607 $ 855,298 Business to business (B2B) 1,250,701 - - 1,250,701 Other 116 - - 116 Total $ 1,810,092 $ 171,416 $ 124,607 $ 2,106,115 Nine Months Ended September 30, 2022 Business to consumer (B2C) $ 513,578 $ 219,334 $ 136,166 $ 869,078 Business to business (B2B) 2,501,066 - - 2,501,066 Other 25,537 - - 25,537 Total $ 3,040,181 $ 219,334 $ 136,166 $ 3,395,681 |
Business Combinations | Business Combinations The Company accounts for its business combinations using the acquisition method of accounting where the purchase consideration is allocated to the tangible and intangible assets acquired, and liabilities assumed, based on their respective fair values as of the acquisition date. The excess of the fair value of the purchase consideration over the estimated fair values of the net assets acquired is recorded as goodwill. When determining the fair values of assets acquired and liabilities assumed, management makes significant estimates and assumptions, especially with respect to intangible assets. Critical estimates in valuing intangible assets include, but are not limited to, expected future cash flows, which includes consideration of future growth and margins, future changes in technology, brand awareness and discount rates. Fair value estimates are based on the assumptions that management believes a market participant would use in pricing the asset or liability. |
Earnings (Loss) Per Share | Earnings (Loss) Per Share Basic earnings (loss) per share is computed using the weighted average number of common shares issued and outstanding during the period. Diluted earnings (loss) per share is computed using the weighted average number of common shares and the dilutive effect of contingent shares outstanding during the period. Potentially dilutive contingent shares, which primarily consist of convertible notes and stock issuable upon the exercise of stock options and warrants, have been excluded from the calculation of diluted loss per share because their effect is anti-dilutive. Loss per common share is computed by dividing net loss by the weighted average number of shares of common stock issued and outstanding during the respective periods. Basic and diluted loss per common share was the same for all periods presented because all convertible notes and stock issuable upon the exercise of stock options and warrants outstanding were anti-dilutive. At September 30, 2023 and 2022, the Company excluded the outstanding convertible debt and securities summarized below, which entitle the holders thereof to acquire shares of common stock, from its calculation of earnings per share, as their effect would have been anti-dilutive. Schedule of Anti- dilutive Securities Excluded from Computation of Earning Loss Per Share September 30, 2023 September 30, 2022 Convertible notes payable 26,258 24,258 Common stock issuable 383,343 383,343 Common stock options 734,783 648,116 Total 1,144,384 1,055,717 |
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, dividend rate, and a risk-free interest rate. The expected volatility is based on the historical volatility of the Company’s common stock, calculated utilizing a look-back period approximately equal to the contractual life of the stock option being granted. The expected life of the stock option is calculated as the mid-point between the vesting period and the contractual term (the “simplified method”). The risk-free interest rate is estimated using comparable published federal funds rates. |
Advertising Costs | Advertising Costs The Company has marketing relationship agreements with various online companies such as portal networks, contextual sites, search engines and affiliate partners. Advertising costs are generally charged to the Company monthly per vendor agreements, which typically are based on visitors and/or registrations delivered to the site or at a set fee. Agreements do not provide for guaranteed renewal and may be terminated by the Company without cause. Such advertising costs are charged to expense as incurred and included in selling, general and administrative expenses in the statements of operations. During the nine months ended September 30, 2023 and 2022, advertising costs were $ 165,710 247,759 |
Customer and Vendor Concentration | Customer and Vendor Concentration As of September 30, 2023 and December 31, 2022, there were two customers and one customer who accounted for over 10 10 10 10 |
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. |
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 was effective beginning January 1, 2023 and early adoption is permitted. The Company adopted ASU 2016-13 effective January 1, 2023. The adoption of ASU 2016-13 did not 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 Company adopted ASU 2021-18 effective January 1, 2023. The adoption of ASU 2021-08 did not have any impact on the Company’s consolidated financial statement presentation or disclosure. Management does not believe that any other recently issued, but not yet effective, authoritative guidance, if currently adopted, would have a material impact on the Company’s financial statement presentation or disclosures. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Disaggregation of Revenue | In the following table, revenue is disaggregated by our divisions and type of revenue for the three months ended September 30, 2023 and 2022: Schedule of Disaggregation of Revenue Sales Channels Restaurant Coupons Sale of Advertising Total Three Months Ended September 30, 2023 Business to consumer (B2C) $ 125,017 $ 35,723 $ 35,017 $ 195,757 Business to business (B2B) 377,159 - - 377,159 Other - - - - Total $ 502,176 $ 35,723 $ 35,017 $ 572,916 Three Months Ended September 30, 2022 Business to consumer (B2C) $ 158,564 $ 69,733 $ 44,704 $ 273,001 Business to business (B2B) 547,357 - - 547,357 Other 4,389 - - 4,389 Total $ 710,310 $ 69,733 $ 44,704 $ 824,747 In the following table, revenue is disaggregated by our divisions and type of revenue for the nine months ended September 30, 2023 and 2022: Sales Channels Restaurant Coupons Sale of Advertising Total Nine Months Ended September 30, 2023 Business to consumer (B2C) $ 559,275 $ 171,416 $ 124,607 $ 855,298 Business to business (B2B) 1,250,701 - - 1,250,701 Other 116 - - 116 Total $ 1,810,092 $ 171,416 $ 124,607 $ 2,106,115 Nine Months Ended September 30, 2022 Business to consumer (B2C) $ 513,578 $ 219,334 $ 136,166 $ 869,078 Business to business (B2B) 2,501,066 - - 2,501,066 Other 25,537 - - 25,537 Total $ 3,040,181 $ 219,334 $ 136,166 $ 3,395,681 |
Schedule of Anti- dilutive Securities Excluded from Computation of Earning Loss Per Share | At September 30, 2023 and 2022, the Company excluded the outstanding convertible debt and securities summarized below, which entitle the holders thereof to acquire shares of common stock, from its calculation of earnings per share, as their effect would have been anti-dilutive. Schedule of Anti- dilutive Securities Excluded from Computation of Earning Loss Per Share September 30, 2023 September 30, 2022 Convertible notes payable 26,258 24,258 Common stock issuable 383,343 383,343 Common stock options 734,783 648,116 Total 1,144,384 1,055,717 |
Right-of-Use Assets and Opera_2
Right-of-Use Assets and Operating Lease Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Right-of-use Assets And Operating Lease Liabilities | |
Schedule of Lease Expenses and Supplemental Cash Flow Information | The components of lease expense and supplemental cash flow information related to leases for the period are as follows: Schedule of Lease Expenses and Supplemental Cash Flow Information September 30, September 30, 2023 2022 Lease costs: Operating lease (included in general and administrative in the Company’s consolidated statement of operations) $ 83,000 $ 73,000 Other information: Cash paid for amounts included in the measurement of lease liabilities $ 77,000 $ 68,000 Weighted average remaining lease term – operating leases (in years) 3.6 0.8 Average discount rate – operating leases 7 % 4 % |
Schedule of Supplemental Balance Sheet Information | The supplemental balance sheet information related to leases for the period is as follows: Schedule of Supplemental Balance Sheet Information September 30, December 31 2023 2022 Long-term right-of-use assets $ 263,851 $ 52,608 Short-term operating lease liabilities $ 65,232 $ 59,328 Long-term operating lease liabilities 220,869 - Total operating lease liabilities $ 286,101 $ 59,328 |
Schedule of Supplemental Cash Flow Information | Supplemental cash flow information related to the lease liabilities are as follows: Schedule of Supplemental Cash Flow Information Operating Year Ending June 30: Lease 2023 (remaining 3 months) $ 22,000 2024 92,000 2025 96,000 2026 99,000 2027 34,000 Total lease payments 343,000 Less: Imputed interest/present value (56,899 ) Present value of lease liabilities $ 286,101 |
Convertible Note Payable- Pas_2
Convertible Note Payable- Past Due (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Convertible Debt | Convertible notes consists of the following at September 30, 2023 and December 31, 2022: Schedule of Convertible Debt September 30, 2023 December 31, Principal balance $ 20,000 $ 20,000 Accrued interest 19,387 17,137 Total principal and accrued interest $ 39,387 $ 37,137 |
Notes Payable, Acquisitions (Ta
Notes Payable, Acquisitions (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Notes Payable Acquisitions | |
Schedule of Acquisition Notes Payable | Notes payable, acquisitions consists of the following at September 30, 2023 and December 31, 2022: Schedule of Acquisition Notes Payable September 30, December 31, 2023 2022 GameIQ acquisition note payable $ 115,104 $ 127,778 Restaurant.com acquisition note payable - 1,500,000 Total principal balance 115,104 1,627,778 Accrued interest 845 252,194 Total principal and accrued interest 115,949 1,879,972 Less current portion (34,066 ) (1,798,478 ) Non-current portion $ 81,883 $ 81,494 |
Government Assistance Notes P_2
Government Assistance Notes Payable -SBA Loans (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Government Assistance Notes Payable -sba Loans | |
Schedule of Notes Payable | Government Assistance Notes Payable-SBA Loans consists of the following at September 30, 2023, and December 31, 2022: Schedule of Notes Payable September 30, December 31, 2023 2022 Economic Injury/Disaster Loans $ 661,035 $ 661,035 Accrued interest 34,411 45,541 Total principal and accrued interest 695,446 706,576 Less current portion (39,876 ) (15,217 ) Non-current portion $ 655,570 $ 691,359 |
Stockholder_s Equity (Deficit)
Stockholder’s Equity (Deficit) (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
Summary of Stock Options | A summary of stock options for the nine months ended September 30, 2023, is as follows: Summary of Stock Options Number Weighted Balance outstanding, December 31, 2022 648,116 4.59 Options granted 95,000 3.35 Options exercised (8,333 ) 1.00 Options expired or forfeited - - Balance outstanding, September 30, 2023 734,783 $ 4.43 Balance exercisable, September 30, 2023 642,073 $ 4.68 |
Basis of Presentation (Details
Basis of Presentation (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Aug. 18, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Net Income (Loss) Attributable to Parent | $ 191,970 | $ 596,342 | $ 2,457,572 | $ 517,851 | |
Net Cash Provided by (Used in) Operating Activities | 1,001,156 | $ 717,244 | |||
Cash | $ 2,613,868 | $ 2,613,868 | |||
Card Cash Exchange Inc [Member] | |||||
Ownership percent | 37% | ||||
Card Cash Exchange Inc [Member] | |||||
Payments to acquire business | $ 2,000,000 | ||||
Number of restricted shares | 6,108,077 | ||||
Number of restricted shares, value | $ 27,700,000 | ||||
Card Cash Exchange Inc [Member] | Future Closing [Member] | |||||
Payments to acquire business | 1,000,000 | ||||
Card Cash Exchange Inc [Member] | Second Anniversary of Future Closing [Member] | |||||
Payments to acquire business | $ 1,000,000 |
Schedule of Disaggregation of R
Schedule of Disaggregation of Revenue (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Product Information [Line Items] | ||||
Revenue | $ 572,916 | $ 824,747 | $ 2,106,115 | $ 3,395,681 |
Sales Channel, Directly to Consumer [Member] | ||||
Product Information [Line Items] | ||||
Revenue | 195,757 | 273,001 | 855,298 | 869,078 |
Business to Business [Member] | ||||
Product Information [Line Items] | ||||
Revenue | 377,159 | 547,357 | 1,250,701 | 2,501,066 |
Other [Member] | ||||
Product Information [Line Items] | ||||
Revenue | 4,389 | 116 | 25,537 | |
Restaurant Coupons [Member] | ||||
Product Information [Line Items] | ||||
Revenue | 502,176 | 710,310 | 1,810,092 | 3,040,181 |
Restaurant Coupons [Member] | Sales Channel, Directly to Consumer [Member] | ||||
Product Information [Line Items] | ||||
Revenue | 125,017 | 158,564 | 559,275 | 513,578 |
Restaurant Coupons [Member] | Business to Business [Member] | ||||
Product Information [Line Items] | ||||
Revenue | 377,159 | 547,357 | 1,250,701 | 2,501,066 |
Restaurant Coupons [Member] | Other [Member] | ||||
Product Information [Line Items] | ||||
Revenue | 4,389 | 116 | 25,537 | |
Sale of Travel, Vacation and Merchandise [Member] | ||||
Product Information [Line Items] | ||||
Revenue | 35,723 | 69,733 | 171,416 | 219,334 |
Sale of Travel, Vacation and Merchandise [Member] | Sales Channel, Directly to Consumer [Member] | ||||
Product Information [Line Items] | ||||
Revenue | 35,723 | 69,733 | 171,416 | 219,334 |
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 | 35,017 | 44,704 | 124,607 | 136,166 |
Advertising [Member] | Sales Channel, Directly to Consumer [Member] | ||||
Product Information [Line Items] | ||||
Revenue | 35,017 | 44,704 | 124,607 | 136,166 |
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 | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities | 1,144,384 | 1,055,717 |
Convertible Debt Securities [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities | 26,258 | 24,258 |
Common Stock Issuable [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities | 383,343 | 383,343 |
Common Stock Options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities | 734,783 | 648,116 |
Significant Accounting Polici_4
Significant Accounting Policies (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Product Information [Line Items] | |||
Restaurant discount offer description | A typical restaurant discount deal might offer a $25 discount that can be used toward a $50 purchase at a restaurant. | ||
Advertising expense | $ 165,710 | $ 247,759 | |
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Two Customers [Member] | |||
Product Information [Line Items] | |||
Concentration risk, percentage | 10% | ||
Customer Concentration Risk [Member] | Accounts Receivable [Member] | One Customer [Member] | |||
Product Information [Line Items] | |||
Concentration risk, percentage | 10% | ||
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Three Vendors [Member] | |||
Product Information [Line Items] | |||
Concentration risk, percentage | 10% | 10% | |
Customer Concentration Risk [Member] | Revenue, Rights Granted [Member] | No Customers [Member] | |||
Product Information [Line Items] | |||
Concentration risk, percentage | 10% | 10% | |
Customer Concentration Risk [Member] | Inventory Related [Member] | No Vendors [Member] | |||
Product Information [Line Items] | |||
Concentration risk, percentage | 10% | 10% |
Schedule of Lease Expenses and
Schedule of Lease Expenses and Supplemental Cash Flow Information (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Right-of-use Assets And Operating Lease Liabilities | ||
Operating lease (included in general and administrative in the Company’s consolidated statement of operations) | $ 83,000 | $ 73,000 |
Cash paid for amounts included in the measurement of lease liabilities | $ 77,000 | $ 68,000 |
Weighted-average remaining lease term (in years) (Year) | 3 years 7 months 6 days | 9 months 18 days |
Weighted-average discount rate (Rate) | 7% | 4% |
Schedule of Supplemental Balanc
Schedule of Supplemental Balance Sheet Information (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Right-of-use Assets And Operating Lease Liabilities | ||
Long-term right-of-use assets | $ 263,851 | $ 52,608 |
Short-term operating lease liabilities | 65,232 | 59,328 |
Long-term operating lease liabilities | 220,869 | |
Total operating lease liabilities | $ 286,101 | $ 59,328 |
Schedule of Supplemental Cash F
Schedule of Supplemental Cash Flow Information (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Right-of-use Assets And Operating Lease Liabilities | ||
2023 (remaining 3 months) | $ 22,000 | |
2024 | 92,000 | |
2025 | 96,000 | |
2026 | 99,000 | |
2027 | 34,000 | |
Total lease payments | 343,000 | |
Less: Imputed interest/present value | (56,899) | |
Present value of lease liabilities | $ 286,101 | $ 59,328 |
Right-of-Use Assets and Opera_3
Right-of-Use Assets and Operating Lease Liabilities (Details Narrative) - USD ($) | 1 Months Ended | 9 Months Ended | ||
Apr. 30, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Right-of-use Assets And Operating Lease Liabilities | ||||
Operating lease right of use asset | $ 263,851 | $ 52,608 | ||
Lease term | 36 months | |||
Average base rent | $ 7,500 | |||
Right-of-use asset and lease liability | $ 293,798 | 293,798 | ||
Changes in operating lease right of use asset | 82,555 | 85,533 | ||
Operating lease liabilities | 65,232 | $ 59,328 | ||
Operating lease liabilities payment | 67,026 | $ 81,296 | ||
Right of use operating lease liabilities | $ 286,100 |
Schedule of Convertible Debt (D
Schedule of Convertible Debt (Details) - Convertible Notes Payable [Member] - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Short-Term Debt [Line Items] | ||
Principal balance | $ 20,000 | $ 20,000 |
Accrued interest | 19,387 | 17,137 |
Total principal and accrued interest | $ 39,387 | $ 37,137 |
Convertible Note Payable- Pas_3
Convertible Note Payable- Past Due (Details Narrative) - USD ($) | 9 Months Ended | ||
Sep. 30, 2023 | Apr. 01, 2023 | Dec. 31, 2022 | |
Short-Term Debt [Line Items] | |||
Convertible per share | $ 3.35 | ||
Convertible Notes Payable [Member] | |||
Short-Term Debt [Line Items] | |||
Principal balance outstanding | $ 20,000 | $ 20,000 | |
Interest rate | 15% | 15% | |
Accrued interest payable | $ 19,387 | $ 17,137 | |
Convertible per share | $ 1.50 | ||
Convertible shares | 26,258 |
Schedule of Acquisition Notes P
Schedule of Acquisition Notes Payable (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Short-Term Debt [Line Items] | ||
Less current portion | $ (34,066) | $ (1,798,478) |
Non-current portion | 81,883 | 81,494 |
GameIQ Acquisition Corp., Inc [Member] | ||
Short-Term Debt [Line Items] | ||
Principal balance | 115,104 | 127,788 |
Accrued interest | 845 | 688 |
Acquisition Note Payable [Member] | ||
Short-Term Debt [Line Items] | ||
Principal balance | 115,104 | 1,627,778 |
Accrued interest | 845 | 252,194 |
Total principal and accrued interest | 115,949 | 1,879,972 |
Less current portion | (34,066) | (1,798,478) |
Non-current portion | 81,883 | 81,494 |
Acquisition Note Payable [Member] | GameIQ Acquisition Corp., Inc [Member] | ||
Short-Term Debt [Line Items] | ||
Principal balance | 115,104 | 127,778 |
Acquisition Note Payable [Member] | Restaurant.com, Inc. [Member] | ||
Short-Term Debt [Line Items] | ||
Principal balance | $ 1,500,000 |
Notes Payable, Acquisitions (De
Notes Payable, Acquisitions (Details Narrative) - USD ($) | 9 Months Ended | ||||
Mar. 01, 2023 | Feb. 01, 2022 | Mar. 01, 2020 | Sep. 30, 2023 | Dec. 31, 2022 | |
Restaurant Com Acquisition Note Payable [Member] | |||||
Short-Term Debt [Line Items] | |||||
Interest rate | 6% | ||||
Maturity date | Mar. 01, 2023 | ||||
Debt instrument face amount | $ 1,770,000 | $ 1,500,000 | $ 1,500,000 | ||
Accrued interest payable | 251,507 | ||||
Notes payable principal balance | $ 1,770,000 | ||||
Debt instrument convertible shares | 554,859 | ||||
GameIQ Acquisition Corp., Inc [Member] | |||||
Short-Term Debt [Line Items] | |||||
Interest rate | 1% | ||||
Maturity date | Feb. 01, 2025 | ||||
Debt instrument face amount | $ 115,104 | 127,788 | |||
Accrued interest payable | 845 | $ 688 | |||
Principal payment | $ 12,674 | ||||
GameIQ Acquisition Corp., Inc [Member] | One Notes Payable [Member] | |||||
Short-Term Debt [Line Items] | |||||
Notes payable | $ 78,813 | ||||
GameIQ Acquisition Corp., Inc [Member] | Another Notes Payable [Member] | |||||
Short-Term Debt [Line Items] | |||||
Notes payable | $ 62,101 |
Schedule of Notes Payable (Deta
Schedule of Notes Payable (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Short-Term Debt [Line Items] | ||
Less current portion | $ (39,876) | $ (15,217) |
Non-current portion | 655,570 | 691,359 |
Government Assistance Note Payable [Member] | ||
Short-Term Debt [Line Items] | ||
Principal balance | 661,035 | 661,035 |
Accrued interest | 34,411 | 45,541 |
Total principal and accrued interest | $ 695,446 | $ 706,576 |
Government Assistance Notes P_3
Government Assistance Notes Payable -SBA Loans (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2022 | Jan. 31, 2022 | |
Financing Receivable, Credit Quality Indicator [Line Items] | |||||
Notes payable outstanding | $ 39,876 | $ 15,217 | |||
Economic Injury Disaster Loans [Member] | |||||
Financing Receivable, Credit Quality Indicator [Line Items] | |||||
Proceeds from loans | $ 650,000 | ||||
Principal balance | $ 14,500 | ||||
Accrued interest | $ 34,411 | 45,541 | $ 900 | ||
Debt instrument interest rate | 3.75% | ||||
Repayment of principal and interest in notes payable | $ 3,500 | ||||
Debt instrument term | 30 years | ||||
Notes payable outstanding | $ 661,035 | $ 661,035 | |||
Economic Injury Disaster Loans [Member] | SBA [Member] | |||||
Financing Receivable, Credit Quality Indicator [Line Items] | |||||
Proceeds from loans | $ 650,000 |
Summary of Stock Options (Detai
Summary of Stock Options (Details) | 9 Months Ended |
Sep. 30, 2023 $ / shares shares | |
Equity [Abstract] | |
Number of Options beginning balance outstanding | shares | 648,116 |
Number of Options balance exercisable | $ / shares | $ 4.59 |
Number of Options, granted | shares | 95,000 |
Weighted Average Exercise Price, Options granted | $ / shares | $ 3.35 |
Number of Options, exercised | shares | (8,333) |
Weighted Average Exercise Price, Options exercised | $ / shares | $ 1 |
Number of Options expired or forfeited | shares | |
Weighted Average Exercise Price, Options expired or forfeited | $ / shares | |
Number of Options ending balance outstanding | shares | 734,783 |
Weighted Average Exercise Price Options ending balance outstanding | $ / shares | $ 4.43 |
Number of Options balance exercisable | shares | 642,073 |
Weighted Average Exercise Price Options balance exercisable | $ / shares | $ 4.68 |
Stockholder_s Equity (Deficit_2
Stockholder’s Equity (Deficit) (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Apr. 01, 2023 | Mar. 01, 2023 | Apr. 01, 2022 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Mar. 31, 2025 | Mar. 01, 2020 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Proceeds from issuance or sale of equity | $ 2,504,750 | ||||||||
Stock issued during period, shares, new issues | 1,252,500 | ||||||||
Sale of stock price per share | $ 2 | ||||||||
Issuance of common stock granted, shares | 95,000 | ||||||||
Share issued price per share | $ 3.35 | ||||||||
[custom:StockIssuedDuringPeriodRemainingShares] | 480,000 | ||||||||
Unvested compensation | $ 327,367 | ||||||||
Fair value of shares issued for services | $ 19,999 | $ 523,500 | $ 230,508 | ||||||
Stock options fair value | $ 294,000 | ||||||||
Exercise price of vested options for subsequent date | 33% | ||||||||
Number of stock options issued with exercise price | 95,000 | ||||||||
Stock issued during period, value, new issues | $ 28,166 | $ 190,000 | |||||||
Number of options exercisable | 95,000 | 642,073 | |||||||
Share-based payment award, fair value assumptions, exercise price | $ 3.35 | $ 4.30 | |||||||
Share-based payment award, fair value assumptions, expected term | 3 years | ||||||||
Expected volatility | 203% | ||||||||
Expected dividend yield | 0% | ||||||||
Risk-free interest rate | 2.61% | ||||||||
Fair value of vested options | $ 242,696 | ||||||||
Exercisable common stock options | $ 1,721,300 | ||||||||
Restricted Stock [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Share issued price per share | $ 3.35 | ||||||||
Issuance of restricted stock, shares | 300,000 | ||||||||
Stock options fair value | $ 1,005,000 | ||||||||
Restricted Stock Units (RSUs) [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Fair value of vested restricted stock units for employees, shares | 83,833 | ||||||||
Number of stock options issued with exercise price | 51,453 | ||||||||
Director [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Issuance of common stock granted, shares | 720,000 | ||||||||
Fair value of common stock granted | $ 360,000 | ||||||||
Share issued price per share | $ 0.50 | ||||||||
Unvested compensation | $ 140,000 | ||||||||
Number of shares issued for services | 240,000 | ||||||||
Fair value of shares issued for services | $ 190,000 | ||||||||
Employees [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Share issued price per share | $ 0.50 | ||||||||
Issuance of restricted stock, shares | 100,000 | 150,500 | |||||||
Fair value of restricted stock granted | $ 75,250 | ||||||||
Chief Executive Officer [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Unvested compensation | $ 521,945 | ||||||||
Number of shares issued for services | 166,667 | ||||||||
Issuance of restricted stock, shares | 200,000 | ||||||||
Chief Executive Officer [Member] | Forecast [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Unvested compensation | $ 502,500 | ||||||||
Consultants for Services [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Share issued price per share | $ 3.49 | ||||||||
Number of shares issued for services | 150,000 | 223,117 | |||||||
Fair value of shares issued for services | $ 523,500 | $ 230,508 | |||||||
Common Stock [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Stock issued during period, shares, new issues | 240,000 | ||||||||
Convertible shares | 554,859 | ||||||||
Number of shares issued for services | 33,333 | 150,000 | 223,117 | ||||||
Fair value of shares issued for services | $ 33 | $ 150 | $ 223 | ||||||
Stock issued during period, value, new issues | 240 | ||||||||
Share-based payment award, fair value assumptions, expected term | 6 years 29 days | ||||||||
Common Stock Issuable [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Stock issued during period, shares, new issues | 383,343 | 383,343 | |||||||
Fair value of shares issued for services | |||||||||
Stock issued during period, value, new issues | $ 383,000 | $ 383,000 | |||||||
Restaurant Com Acquisition Note Payable [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Debt instrument face amount | $ 1,770,000 | $ 1,500,000 | $ 1,500,000 |