Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 14, 2022 | |
Details | ||
Registrant CIK | 0000743758 | |
Fiscal Year End | --12-31 | |
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2022 | |
Document Transition Report | false | |
Entity File Number | 000-13215 | |
Entity Registrant Name | AiADVERTISING, INC | |
Entity Incorporation, State or Country Code | NV | |
Entity Tax Identification Number | 30-0050402 | |
Entity Address, Address Line One | 321 Sixth Street | |
Entity Address, City or Town | San Antonio | |
Entity Address, State or Province | TX | |
Entity Address, Postal Zip Code | 78215 | |
City Area Code | 805 | |
Local Phone Number | 964-3313 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 1,160,232,156 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
CURRENT ASSETS | ||
Cash | $ 194,576 | $ 3,431,455 |
Accounts receivable, net | 652,318 | 497,422 |
Costs in excess of billings | 22,940 | 27,779 |
Prepaid and other current Assets | 132,298 | 182,427 |
TOTAL CURRENT ASSETS | 1,002,132 | 4,139,083 |
PROPERTY & EQUIPMENT, net | 109,612 | 114,249 |
RIGHT-OF-USE ASSETS | 182,467 | 66,369 |
OTHER ASSETS | ||
Lease deposit | 8,939 | 9,800 |
Goodwill and other intangible assets, net | 20,202 | 20,202 |
TOTAL OTHER ASSETS | 29,141 | 30,002 |
TOTAL ASSETS | 1,323,352 | 4,349,703 |
CURRENT LIABILITIES | ||
Accounts payable | 1,551,206 | 791,727 |
Accounts payable, related party | 10,817 | 10,817 |
Accrued expenses | 56,693 | 72,158 |
Operating lease liability | 27,302 | 66,369 |
Deferred revenue and customer deposit | 788,064 | 491,635 |
TOTAL CURRENT LIABILITIES | 2,434,082 | 1,432,706 |
LONG TERM LIABILITIES | ||
Capital lease obligation, long term | 155,165 | 0 |
TOTAL LONG TERM LIABILITIES | 155,165 | 0 |
TOTAL LIABILITIES | 2,589,247 | 1,432,706 |
SHAREHOLDERS' EQUITY (DEFICIT) | ||
Common stock, $0.001 par value; 10,000,000,000 and 2,000,000,000 authorized shares; 1,145,958,101 and 1,007,953,473 shares issued and outstanding, respectively | 1,145,967 | 1,055,566 |
Additional paid in capital | 49,030,647 | 46,667,049 |
Common stock payable, consisting of 5,000,000 and 2,278,481 shares valued at $0.1128 and $0.001 respectively | 566,278 | 564,000 |
Accumulated deficit | (52,008,918) | (45,369,749) |
TOTAL SHAREHOLDERS' EQUITY (DEFICIT) | (1,265,895) | 2,916,997 |
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT) | 1,323,352 | 4,349,703 |
Series B Preferred Stock | ||
SHAREHOLDERS' EQUITY (DEFICIT) | ||
Preferred Stock, Value, Issued | 18 | 18 |
Series C Preferred Stock | ||
SHAREHOLDERS' EQUITY (DEFICIT) | ||
Preferred Stock, Value, Issued | 14 | 14 |
Series D Preferred Stock | ||
SHAREHOLDERS' EQUITY (DEFICIT) | ||
Preferred Stock, Value, Issued | 86 | 86 |
Series E Preferred Stock | ||
SHAREHOLDERS' EQUITY (DEFICIT) | ||
Preferred Stock, Value, Issued | 10 | 10 |
Series F Preferred Stock | ||
SHAREHOLDERS' EQUITY (DEFICIT) | ||
Preferred Stock, Value, Issued | 0 | 0 |
Series G Preferred Stock | ||
SHAREHOLDERS' EQUITY (DEFICIT) | ||
Preferred Stock, Value, Issued | $ 3 | $ 3 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS - Parenthetical - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized | 5,000,000 | 5,000,000 |
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Common Stock, Shares Authorized | 10,000,000,000 | 2,000,000,000 |
Common Stock, Shares, Issued | 1,145,958,101 | 1,007,953,473 |
Common Stock, Shares, Outstanding | 1,145,958,101 | 1,007,953,473 |
Common Stock Payable Shares | 5,000,000 | 2,278,481 |
Common Stock Payable Per Share | $ 0.1128 | $ 0.001 |
Series B Preferred Stock | ||
Preferred Stock, Par or Stated Value Per Share | $ 100 | |
Preferred Stock, Shares Authorized | 25,000 | 25,000 |
Preferred Stock, Shares Issued | 18,025 | 18,025 |
Preferred Stock, Shares Outstanding | 18,025 | 18,025 |
Series C Preferred Stock | ||
Preferred Stock, Par or Stated Value Per Share | $ 100 | |
Preferred Stock, Shares Authorized | 25,000 | 25,000 |
Preferred Stock, Shares Issued | 14,425 | 14,425 |
Preferred Stock, Shares Outstanding | 14,425 | 14,425 |
Series D Preferred Stock | ||
Preferred Stock, Par or Stated Value Per Share | $ 100 | |
Preferred Stock, Shares Authorized | 90,000 | 90,000 |
Preferred Stock, Shares Issued | 86,021 | 90,000 |
Preferred Stock, Shares Outstanding | 86,021 | 90,000 |
Series E Preferred Stock | ||
Preferred Stock, Par or Stated Value Per Share | $ 100 | |
Preferred Stock, Shares Authorized | 10,000 | 10,000 |
Preferred Stock, Shares Issued | 10,000 | 10,000 |
Preferred Stock, Shares Outstanding | 10,000 | 10,000 |
Series F Preferred Stock | ||
Preferred Stock, Par or Stated Value Per Share | $ 25 | |
Preferred Stock, Shares Authorized | 800,000 | 800,000 |
Preferred Stock, Shares Issued | 0 | 2,413 |
Preferred Stock, Shares Outstanding | 0 | 2,413 |
Series G Preferred Stock | ||
Preferred Stock, Shares Authorized | 2,600 | 2,600 |
Preferred Stock, Shares Issued | 2,597 | 2,597 |
Preferred Stock, Shares Outstanding | 2,597 | 2,597 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS(UNAUDITED) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Details | ||||
REVENUE | $ 1,850,456 | $ 1,779,848 | $ 4,668,744 | $ 5,327,648 |
COST OF REVENUE | 1,788,484 | 1,381,612 | 4,952,104 | 3,660,895 |
Gross Profit | 61,972 | 398,236 | (283,360) | 1,666,753 |
OPERATING EXPENSES | ||||
Salaries and outside services | 1,125,497 | 377,101 | 3,249,006 | 2,503,342 |
Selling, general and administrative expenses | 950,096 | 711,261 | 3,104,153 | 3,056,191 |
Depreciation and amortization | 9,413 | 9,801 | 27,847 | 32,170 |
TOTAL OPERATING (INCOME) EXPENSES | 2,085,006 | 1,098,163 | 6,381,006 | 5,591,703 |
INCOME (LOSS) FROM OPERATIONS BEFORE OTHER INCOME AND TAXES | (2,023,034) | (699,927) | (6,664,366) | (3,924,950) |
OTHER INCOME (EXPENSE) | ||||
Gain (loss) on extinguishment of debt | 0 | 186,803 | 0 | 282,418 |
Other Nonoperating Gains (Losses) | 0 | 0 | 0 | 0 |
Gain (Loss) on sale of discontinued operations | 0 | 0 | 25,197 | 226,769 |
Interest expense | 0 | 931,073 | 0 | (3,155,424) |
TOTAL OTHER INCOME (EXPENSE) | 0 | 1,117,876 | 25,197 | (2,646,237) |
INCOME/(LOSS) FROM OPERATIONS BEFORE PROVISION FOR TAXES | (2,023,034) | 417,949 | (6,639,169) | (6,571,187) |
Discontinued Operation, Income (Loss) from Discontinued Operation, before Income Tax | 0 | 1,919 | 0 | 73,614 |
PROVISION (BENEFIT) FOR INCOME TAXES | 0 | 0 | 0 | 0 |
NET INCOME/(LOSS) | (2,023,034) | 419,868 | (6,639,169) | (6,497,573) |
PREFERRED DIVIDENDS | 0 | 0 | 0 | 12,525 |
NET INCOME/(LOSS) ATTRIBUTABLE TO COMMON SHAREHOLDERS | $ (2,023,034) | $ 419,868 | $ (6,639,169) | $ (6,510,098) |
NET LOSS PER SHARE | ||||
BASIC | $ 0 | $ 0 | $ (0.01) | $ (0.01) |
DILUTED | $ 0 | $ 0 | $ (0.01) | $ (0.01) |
WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING | ||||
BASIC | 1,134,900,469 | 1,006,211,885 | 1,108,436,079 | 931,985,669 |
DILUTED | 1,134,900,469 | 1,006,211,885 | 1,108,436,079 | 931,985,669 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY (DEFICIT) (UNAUDITED) - USD ($) | Preferred Stock | Common Stock | Additional Paid-in Capital | Common Stock Payable | Retained Earnings | Total |
Equity Balance at Dec. 31, 2020 | $ 147 | $ 683,949 | $ 31,486,837 | $ 0 | $ (36,886,978) | $ (4,716,045) |
Equity Balance, Shares at Dec. 31, 2020 | 147,500 | |||||
Equity Balance, Shares at Dec. 31, 2020 | 683,940,104 | |||||
Stock Issued During Period, Value, Conversion of Convertible Securities | $ 0 | $ 18,313 | 164,818 | 0 | 183,131 | |
Stock Issued During Period, Shares, Conversion of Convertible Securities | 18,313,074 | |||||
Stock issuances to lenders, value | 0 | $ 110,000 | 12,652,143 | 0 | 12,762,143 | |
Stock issuances to lenders, shares | 110,000,000 | |||||
Series A preferred stock dividend declared ($0.86 per share) | 0 | $ 0 | (8,604) | 0 | (8,604) | |
Series F preferred stock dividend declared ($0.67 per share) | 0 | 0 | (1,512) | 0 | (1,512) | |
APIC, Share-Based Payment Arrangement, Recognition and Exercise | 0 | 0 | 238,634 | 0 | 238,634 | |
Stock Issued During Period, Value, Stock Options Exercised | 0 | $ 3,529 | (3,529) | 0 | 0 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercises in Period | 3,528,955 | |||||
Preferred stock conversion, value | $ (10) | $ 100,000 | (99,990) | 0 | 0 | |
Preferred stock conversion, shares | (10,000) | (100,000,000) | ||||
Preferred stock conversion, shares | 10,000 | 100,000,000 | ||||
Adjustments to Additional Paid in Capital, Warrant Issued | $ 0 | $ 0 | 983,571 | 0 | 983,571 | |
Warrant exercise, value | 0 | $ 8,556 | (8,556) | 0 | 0 | |
Warrant exercise, shares | 8,556,034 | |||||
Other - RegA Investor Funds | $ 0 | $ 0 | (2,500) | 0 | (2,500) | |
Other - RegA Investor Funds | (100) | |||||
Issuance of Series H Preferred stock | $ 1 | 4,999,999 | 5,000,000 | |||
Issuance of Series H Preferred stock | 1,000 | |||||
NET INCOME/(LOSS) | $ 0 | $ 0 | 0 | (10,506,321) | (10,506,321) | |
Equity Balance, Shares at Mar. 31, 2021 | 138,400 | |||||
Equity Balance, Shares at Mar. 31, 2021 | 924,338,167 | |||||
Equity Balance at Mar. 31, 2021 | $ 138 | $ 924,347 | 50,401,311 | (47,393,299) | 3,932,497 | |
Equity Balance at Dec. 31, 2020 | $ 147 | $ 683,949 | 31,486,837 | 0 | (36,886,978) | (4,716,045) |
Equity Balance, Shares at Dec. 31, 2020 | 147,500 | |||||
Equity Balance, Shares at Dec. 31, 2020 | 683,940,104 | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercises in Period | 10,582,627 | |||||
Equity Balance, Shares at Sep. 30, 2021 | 132,068 | 1,007,953,473 | ||||
NET INCOME/(LOSS) | (6,497,573) | |||||
Equity Balance at Sep. 30, 2021 | $ 132 | $ 1,007,964 | 44,873,672 | (43,384,551) | 2,497,217 | |
Equity Balance at Dec. 31, 2020 | $ 147 | $ 683,949 | 31,486,837 | 0 | (36,886,978) | $ (4,716,045) |
Equity Balance, Shares at Dec. 31, 2020 | 147,500 | |||||
Equity Balance, Shares at Dec. 31, 2020 | 683,940,104 | |||||
Equity Balance, Shares at Dec. 31, 2021 | 131,068 | 1,055,556,518 | ||||
Equity Balance, Shares at Dec. 31, 2021 | 131,068 | |||||
Equity Balance, Shares at Dec. 31, 2021 | 1,055,556,518 | 1,007,953,473 | ||||
Equity Balance at Dec. 31, 2021 | $ 131 | $ 1,055,566 | 46,667,049 | 564,000 | (45,369,749) | $ 2,916,997 |
Equity Balance at Mar. 31, 2021 | $ 138 | $ 924,347 | 50,401,311 | (47,393,299) | 3,932,497 | |
Equity Balance, Shares at Mar. 31, 2021 | 138,400 | |||||
Equity Balance, Shares at Mar. 31, 2021 | 924,338,167 | |||||
Series A preferred stock dividend declared ($0.86 per share) | $ 0 | $ 0 | (101) | 0 | (101) | |
Series F preferred stock dividend declared ($0.67 per share) | 0 | 0 | (2,308) | 0 | (2,308) | |
APIC, Share-Based Payment Arrangement, Recognition and Exercise | 0 | 0 | 252,839 | 0 | 252,839 | |
Stock Issued During Period, Value, Stock Options Exercised | 0 | $ 5,303 | (5,303) | 0 | 0 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercises in Period | 5,302,984 | |||||
Preferred stock conversion, value | $ (4) | $ 9,948 | (9,944) | 0 | 0 | |
Preferred stock conversion, shares | (3,979) | (9,947,500) | ||||
Preferred stock conversion, shares | 3,979 | 9,947,500 | ||||
Warrant exercise, value | $ 0 | $ 65,312 | (7,455) | 0 | 57,857 | |
Warrant exercise, shares | 65,311,502 | |||||
Redemption of Series F Preferred Stock | $ (2) | $ 0 | (58,823) | 0 | (58,825) | |
Redemption of Series F Preferred Stock | (2,353) | |||||
Redempion of Series H Preferred stock | $ (1) | 1 | 0 | |||
Redempion of Series H Preferred stock | (1,000) | |||||
Revaluation of Series H Preferred Stock | $ 0 | (4,630,404) | (4,630,404) | |||
Equity Balance, Shares at Jun. 30, 2021 | 131,068 | 1,004,900,153 | ||||
NET INCOME/(LOSS) | $ 0 | $ 0 | 0 | 3,588,880 | 3,588,880 | |
Equity Balance at Jun. 30, 2021 | 131 | 1,004,910 | 45,939,813 | (43,804,419) | 3,140,435 | |
Series A preferred stock dividend declared ($0.86 per share) | 0 | 0 | 0 | 0 | 0 | |
Series F preferred stock dividend declared ($0.67 per share) | 0 | 0 | 0 | 0 | 0 | |
APIC, Share-Based Payment Arrangement, Recognition and Exercise | 0 | 0 | 236,797 | 0 | 236,797 | |
Stock Issued During Period, Value, Stock Options Exercised | 0 | $ 1,751 | (1,751) | 0 | 0 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercises in Period | 1,750,688 | |||||
Preferred stock conversion, value | 0 | $ 0 | 0 | 0 | 0 | |
Warrant exercise, value | 0 | $ 1,303 | (1,303) | 0 | 0 | |
Warrant exercise, shares | 1,302,632 | |||||
Issuance of Series H Preferred stock | $ 1 | 141,766 | 141,767 | |||
Issuance of Series H Preferred stock | 1,000 | |||||
Equity Balance, Shares at Sep. 30, 2021 | 132,068 | 1,007,953,473 | ||||
Subsequent expenses paid related to sales of common stock | (1,441,650) | (1,441,650) | ||||
NET INCOME/(LOSS) | $ 0 | $ 0 | 419,868 | 419,868 | ||
Equity Balance at Sep. 30, 2021 | 132 | 1,007,964 | 44,873,672 | (43,384,551) | 2,497,217 | |
Stock Issued During Period, Value, Conversion of Convertible Securities | $ 44,629 | 533,245 | 577,874 | |||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 44,629,338 | |||||
Stock issuances to lenders, value | $ 85,000 | 8,415,493 | 8,500,493 | |||
Stock issuances to lenders, shares | 85,000,000 | |||||
Series A preferred stock dividend declared ($0.86 per share) | 0 | $ 0 | (8,705) | 0 | (8,705) | |
Series F preferred stock dividend declared ($0.67 per share) | 0 | 0 | (3,820) | 0 | (3,820) | |
APIC, Share-Based Payment Arrangement, Recognition and Exercise | 0 | 0 | 1,247,048 | 0 | 1,247,048 | |
Stock Issued During Period, Value, Stock Options Exercised | $ 333 | (333) | 0 | |||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercises in Period | 333,334 | |||||
Preferred stock conversion, value | $ (14) | $ 109,948 | (109,934) | 0 | 0 | |
Preferred stock conversion, shares | (13,979) | (109,947,500) | ||||
Preferred stock conversion, shares | 13,979 | 109,947,500 | ||||
Adjustments to Additional Paid in Capital, Warrant Issued | 983,571 | 983,571 | ||||
Warrant exercise, value | $ 0 | $ 17,314 | (17,314) | 0 | 0 | |
Warrant exercise, shares | 17,313,025 | |||||
Other - RegA Investor Funds | (2,500) | (2,500) | ||||
Other - RegA Investor Funds | (100) | |||||
Issuance of Series H Preferred stock | $ 2 | 511,361 | 511,363 | |||
Issuance of Series H Preferred stock | 1,000 | |||||
Redemption of Series F Preferred Stock | $ (2) | (58,823) | (58,825) | |||
Redemption of Series F Preferred Stock | (2,353) | |||||
Redempion of Series H Preferred stock | $ (2) | 2 | 0 | |||
Redempion of Series H Preferred stock | (1,000) | |||||
Equity Balance, Shares at Dec. 31, 2021 | 131,068 | 1,055,556,518 | ||||
Stock issuances to related party | $ 25,000 | 2,795,000 | 2,820,000 | |||
Stock issuances to related party | 25,000,000 | |||||
Stock Option Exercised Cashless Basis Value | $ 0 | $ 11,108 | (11,108) | 0 | 0 | |
Stock Option Exercised Cashless Basis Shares | 11,107,502 | |||||
Warrant Exercise Cash Basis Value | $ 78,285 | 907,029 | 985,314 | |||
Warrant Exercise Cash Basis Shares | 78,285,715 | |||||
Common stock payable | 564,000 | 564,000 | ||||
NET INCOME/(LOSS) | $ 0 | $ 0 | (8,482,771) | $ (8,482,771) | ||
Equity Balance, Shares at Dec. 31, 2021 | 131,068 | |||||
Equity Balance, Shares at Dec. 31, 2021 | 1,055,556,518 | 1,007,953,473 | ||||
Equity Balance at Dec. 31, 2021 | $ 131 | $ 1,055,566 | 46,667,049 | 564,000 | (45,369,749) | $ 2,916,997 |
Stock Issued During Period, Value, Conversion of Convertible Securities | 0 | |||||
APIC, Share-Based Payment Arrangement, Recognition and Exercise | 393,546 | 0 | 393,546 | |||
Stock Issued During Period, Value, Stock Options Exercised | 0 | |||||
Preferred stock conversion, value | 0 | 0 | ||||
Adjustments to Additional Paid in Capital, Warrant Issued | 0 | |||||
Warrant exercise, value | 0 | 0 | ||||
Stock issuances to related party | 0 | |||||
Stock Option Exercised Cashless Basis Value | $ 912 | (912) | 0 | 0 | ||
Stock Option Exercised Cashless Basis Shares | 912,442 | |||||
Warrant Exercise Cash Basis Value | 0 | |||||
Proceeds from issuance of common stock | $ 55,300 | 588,324 | 643,624 | |||
Proceeds from issuance of common stock | 55,300,000 | |||||
NET INCOME/(LOSS) | $ 0 | $ 0 | (2,599,355) | (2,599,355) | ||
Equity Balance, Shares at Mar. 31, 2022 | 131,068 | |||||
Equity Balance, Shares at Mar. 31, 2022 | 1,111,768,960 | |||||
Equity Balance at Mar. 31, 2022 | $ 131 | $ 1,111,778 | 47,648,007 | 564,000 | (47,969,104) | 1,354,812 |
Equity Balance at Dec. 31, 2021 | $ 131 | $ 1,055,566 | 46,667,049 | 564,000 | (45,369,749) | $ 2,916,997 |
Equity Balance, Shares at Dec. 31, 2021 | 131,068 | |||||
Equity Balance, Shares at Dec. 31, 2021 | 1,055,556,518 | 1,007,953,473 | ||||
Stock Issued During Period, Value, Stock Options Exercised | $ 3,190 | |||||
Warrant exercise, shares | 17,313,025 | |||||
Other - RegA Investor Funds | $ 2,940 | |||||
Other - RegA Investor Funds | (2,940,759) | |||||
NET INCOME/(LOSS) | $ (6,639,169) | |||||
Equity Balance, Shares at Sep. 30, 2022 | 131,068 | |||||
Equity Balance, Shares at Sep. 30, 2022 | 1,145,958,101 | 1,145,958,101 | ||||
Equity Balance at Sep. 30, 2022 | $ 131 | $ 1,145,967 | 49,030,647 | 566,278 | (52,008,918) | $ (1,265,895) |
Equity Balance at Mar. 31, 2022 | $ 131 | $ 1,111,778 | 47,648,007 | 564,000 | (47,969,104) | 1,354,812 |
Equity Balance, Shares at Mar. 31, 2022 | 131,068 | |||||
Equity Balance, Shares at Mar. 31, 2022 | 1,111,768,960 | |||||
Stock Issued During Period, Value, Conversion of Convertible Securities | 0 | |||||
APIC, Share-Based Payment Arrangement, Recognition and Exercise | 500,571 | 0 | 500,571 | |||
Stock Issued During Period, Value, Stock Options Exercised | 0 | |||||
Preferred stock conversion, value | 0 | 0 | ||||
Adjustments to Additional Paid in Capital, Warrant Issued | 0 | |||||
Warrant exercise, value | 0 | 0 | ||||
Stock issuances to related party | 0 | |||||
Stock Option Exercised Cashless Basis Value | 0 | 0 | ||||
Warrant Exercise Cash Basis Value | 0 | |||||
Proceeds from issuance of common stock | $ 22,120 | 274,415 | 296,535 | |||
Proceeds from issuance of common stock | 22,120,000 | |||||
Stock Issuance in exchange for services | $ 195 | 3,179 | 3,374 | |||
Stock Issuance in exchange for services | 195,086 | |||||
NET INCOME/(LOSS) | $ 0 | $ 0 | (2,016,780) | (2,016,780) | ||
Equity Balance, Shares at Jun. 30, 2022 | 131,068 | |||||
Equity Balance, Shares at Jun. 30, 2022 | 1,134,084,046 | |||||
Equity Balance at Jun. 30, 2022 | $ 131 | $ 1,134,093 | 48,426,172 | 564,000 | (49,985,884) | 138,512 |
Stock Issued During Period, Value, Conversion of Convertible Securities | 0 | |||||
APIC, Share-Based Payment Arrangement, Recognition and Exercise | 498,627 | 0 | 498,627 | |||
Stock Issued During Period, Value, Stock Options Exercised | 0 | |||||
Preferred stock conversion, value | 0 | 0 | ||||
Adjustments to Additional Paid in Capital, Warrant Issued | 0 | |||||
Warrant exercise, value | 0 | 0 | ||||
Stock issuances to related party | 0 | |||||
Stock Option Exercised Cashless Basis Value | 0 | 0 | ||||
Warrant Exercise Cash Basis Value | 0 | |||||
Common stock payable | (2,278) | 2,278 | 0 | |||
Proceeds from issuance of common stock | 0 | |||||
Stock Issuance in exchange for services | $ 14,814 | 105,186 | 120,000 | |||
Stock Issuance in exchange for services | 14,814,814 | |||||
Retired stock issuance | $ (2,940) | 2,940 | 0 | |||
Retired stock issuance | (2,940,759) | |||||
NET INCOME/(LOSS) | $ 0 | $ 0 | (2,023,034) | $ (2,023,034) | ||
Equity Balance, Shares at Sep. 30, 2022 | 131,068 | |||||
Equity Balance, Shares at Sep. 30, 2022 | 1,145,958,101 | 1,145,958,101 | ||||
Equity Balance at Sep. 30, 2022 | $ 131 | $ 1,145,967 | $ 49,030,647 | $ 566,278 | $ (52,008,918) | $ (1,265,895) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY (DEFICIT) (UNAUDITED) - Parenthetical - $ / shares | 3 Months Ended | |||
Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | |
Series A Preferred Stock | ||||
Preferred Stock, Dividends Per Share, Declared | $ 0.86 | $ 0.86 | $ 0.86 | $ 0.86 |
Series F Preferred Stock | ||||
Preferred Stock, Dividends Per Share, Declared | $ 0.67 | $ 0.67 | $ 0.67 | $ 0.67 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net income (loss) from continued operations | $ (6,639,169) | $ (6,571,187) |
Adjustment to reconcile net loss to net cash (used in) operating activities | ||
Bad debt expense | (1,150) | (2,274) |
Depreciation and amortization | 27,847 | 32,170 |
Finance charge, related party | 0 | 2,820,000 |
Amortization of Debt Discount | 0 | 274,992 |
Gain on settlement of debt | 0 | (282,418) |
Other Nonoperating Gains (Losses) | 0 | 0 |
Gain (Loss) on sale of discontinued operations | (25,197) | (226,769) |
Non-cash compensation expense | 1,392,744 | 728,270 |
Non-cash service expense | 123,374 | 983,571 |
Issuance of Series H Pref to employee | 0 | 511,363 |
(Increase) Decrease in | ||
Accounts receivable | (153,746) | (381,553) |
Prepaid expenses and other assets | 50,129 | (129,079) |
Costs in excess of billings | 4,839 | 0 |
Lease deposit | 861 | 0 |
Accounts payable | 759,479 | (646,226) |
Accrued expenses | (15,466) | (244,274) |
Customer Deposits | 296,429 | (264,336) |
NET CASH (USED IN) OPERATING ACTIVITIES - continued operations | (4,179,026) | (3,397,750) |
NET CASH PROVIDED BY OPERATING ACTIVITIES - discontinued operations | 0 | 73,614 |
NET CASH (USED IN) OPERATING ACTIVITIES | (4,179,026) | (3,324,136) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Cash paid for purchase of fixed assets | (23,209) | (75,265) |
Proceeds from the sale of discontinued operations | 25,197 | 226,769 |
NET CASH (USED IN)/PROVIDED BY INVESTING ACTIVITIES | 1,988 | 151,504 |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Payment of dividend | 0 | (408,805) |
Proceeds of issuance of common stock, net | 940,159 | 8,558,350 |
Proceeds (payments) on line of credit, net | 0 | (366,012) |
Proceeds (payments) of preferred stock | 0 | (61,325) |
Principal payments on debt, third party | 0 | (750,000) |
Proceeds from PPP loan | 0 | 780,680 |
NET CASH (USED IN)/PROVIDED BY FINANCING ACTIVITIES | 940,159 | 7,752,888 |
NET INCREASE / (DECREASE) IN CASH | (3,236,879) | 4,580,256 |
CASH, BEGINNING OF PERIOD | 3,431,455 | 10,538 |
CASH, END OF PERIOD | 194,576 | 4,590,794 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION | ||
Interest paid | 0 | 285,293 |
Taxes paid | 0 | 0 |
Non-cash financing activities | ||
Notes Reduction | 0 | 181,131 |
Right of use assets exchange for lease liability | 186,706 | 77,895 |
Change in right of use asset | (70,608) | 0 |
Retired Stock Issuance | 2,940 | 0 |
Conversion of preferred to common stock | 0 | 109,948 |
Exercise of stock options | 3,190 | 10,583 |
Exercise of warrants | $ 0 | $ 17,314 |
1. BASIS OF PRESENTATION
1. BASIS OF PRESENTATION | 9 Months Ended |
Sep. 30, 2022 | |
Notes | |
1. BASIS OF PRESENTATION | 1. The accompanying unaudited Consolidated Financial Statements of AiAdvertising, Inc. (“AiAdvertising,” “we,” “us,” “our,” or the “Company”) and its wholly-owned subsidiaries, have been prepared in accordance with the instructions to interim financial reporting as prescribed by the Securities and Exchange Commission (the “SEC”). The results for the interim periods are not necessarily indicative of results for the entire year. These interim financial statements do not include all disclosures required by generally accepted accounting principles (“GAAP”) and should be read in conjunction with our consolidated financial statements and footnotes in the Company's annual report on Form 10-K filed with the SEC on April 14, 2022. In the opinion of management, the unaudited Consolidated Financial Statements contained in this report include all known accruals and adjustments necessary for a fair presentation of the financial position, results of operations, and cash flows for the periods reported herein. Any such adjustments are of a normal recurring nature. There were various updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries which the Company does not expect to have a material impact on the Company's consolidated financial position, results of operations or cash flows. Going Concern The accompanying Consolidated Financial Statements have been prepared on a going concern basis of accounting, which contemplates continuity of operations, realization of assets and liabilities and commitments in the normal course of business. The accompanying Consolidated Financial Statements do not reflect any adjustments that might result if the Company is unable to continue as a going concern. As of September 30, 2022, management reassessed going concern and found the Company will have sufficient liquidity for the next 12 months such that there is no substantial doubt about its ability to continue as a going concern. During the year ended December 31, 2021 the Company raised capital from investors through sales of securities and normal course of business operations, which allowed the company to improve cash flow and pay down obligations. As of September 30, 2022, the Company had negative working capital of $1,431,950. We have historically reported net losses, and negative cash flows from operations, which raised substantial doubt about the Company’s ability to continue as a going concern in previous years. The appropriateness of using the going concern basis is dependent upon, among other things, raising additional capital. Historically, the Company has obtained funds from investors since its inception through sales of our securities. The Company will also seek to generate additional working capital from increasing sales from its Ai Platform, creative, website development and digital advertising service offerings, and continue to pursue its business plan and purposes. |
2. SUMMARY OF SIGNIFICANT ACCOU
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2022 | |
Notes | |
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2. This summary of significant accounting policies of AiAdvertising is presented to assist in understanding the Company’s Consolidated Financial Statements. The Consolidated Financial Statements and notes are representations of the Company’s management, which is responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America and have been consistently applied in the preparation of the Consolidated Financial Statements. The Consolidated Financial Statements include the Company and its wholly owned subsidiaries CLWD Operations, Inc a Delaware corporation (“CLWD Operations”), Parscale Digital, Inc., a Nevada corporation (“Parscale Digital”), WebTegrity, Inc., a Nevada corporation (“WebTegrity”), Data Propria, Inc., a Nevada corporation (“Data Propria”), and Giles Design Bureau, Inc., a Nevada corporation (“Giles Design Bureau). All significant inter-company transactions are eliminated in the consolidation of the financial statements. As of September 30, 2022 the Company dissolved Parscale Digital, Inc., Data Propria, Inc., and WebTegrity, Inc. Reclassifications During the quarter ended September 30, 2022 we recognized cost of revenue in the statement of operations. Certain prior periods have been reclassified to reflect current period presentation. Accounts Receivable The Company extends credit to its customers, who are located nationwide. Accounts receivable are customer obligations due under normal trade terms. The Company performs continuing credit evaluations of its customers’ financial condition. Management reviews accounts receivable on a regular basis, based on contractual terms and how recently payments have been received to determine if any such amounts will potentially be uncollected. The Company includes any balances that are determined to be uncollectible in its allowance for doubtful accounts. After all attempts to collect a receivable have failed, the receivable is written off. The balances of the allowance account at September 30, 2022 Use of Estimates Cash and Cash Equivalents Property and Equipment Property and equipment are stated at cost, and are depreciated or amortized using the straight-line method over the following estimated useful lives: Furniture, fixtures & equipment 7 Years Computer equipment 5 Years Commerce server 5 Years Computer software 3 - 5 Years Leasehold improvements Length of the lease Depreciation expenses were $27,847 and $31,653 for the nine months ended September 30, 2022 and 2021, respectively Revenue Recognition The Company recognizes income when the service is provided or when product is delivered. We present revenue, net of customer incentives. Most of our income is generated from professional services and site development fees. We provide online marketing services that we purchase from third parties. The gross revenue presented in our statement of operations includes digital advertising revenue. We also offer professional services such as development services. The fees for development services with multiple deliverables constitute a separate unit of accounting in accordance with ASC 606, which are recognized as the work is performed. Upfront fees for development services or other customer services are deferred until certain implementation or contractual milestones have been achieved. If we have performed work for our clients, but have not invoiced clients for that work, then we record the value of the work on the balance sheet as costs in excess of billings. The terms of services contracts generally are for periods of less than one year. The deferred revenue and customer deposits as of September 30, 2022, and December 31, 2021 were $788,064 and $491,635, respectively. The costs in excess of billings as of September 30, 2022 and December 31, 2021 was $22,940 and $27,779, respectively. We always strive to satisfy our customers by providing superior quality and service. Since we typically bill based on a Time and Materials basis, there are no returns for work delivered. When discrepancies or disagreements arise, we do our best to reconcile them by assessing the situation on a case-by-case basis and determining if any discounts can be given. Historically, we have not granted any significant discounts. Included in revenue are costs that are reimbursed by our clients, including third party services, such as photographers and stylists, furniture, supplies, and the largest component, digital advertising. We have determined, based on our review of ASC 606-10-55-39, that the amounts classified as reimbursable costs should be recorded as gross revenue, due to the following factors: ● The Company is primarily in control of the inputs of the project and responsible for the completion of the client contract; ● We have discretion in establishing price; and ● We have discretion in supplier selection. Research and Development Advertising Costs Fair value of financial instruments ASC Topic 820 established a nine-tier fair value hierarchy which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1measurements) and the lowest priority to unobservable inputs (level 3 measurements). These tiers include: · Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; · Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and · Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. Impairment of Long-Lived Assets The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable. To determine recoverability of a long-lived asset, management evaluates whether the estimated future undiscounted net cash flows from the asset are less than its carrying amount. If impairment is indicated, the long-lived asset would be written down to fair value. Fair value is determined by an evaluation of available price information at which assets could be bought or sold, including quoted market prices, if available, or the present value of the estimated future cash flows based on reasonable and supportable assumptions. Indefinite Lived Intangibles and Goodwill Assets The Company accounts for business combinations under the acquisition method of accounting in accordance with ASC 805, “Business Combinations,” where the total purchase price is allocated to the tangible and identified intangible assets acquired and liabilities assumed based on their estimated fair values. Significant estimates in valuing certain intangible assets include, but are not limited to, future expected cash flows from acquired customer lists, acquired technology, and trade names from a market participant perspective, useful lives and discount rates. Management’s estimates of fair value are based upon assumptions we believe to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. The purchase price is allocated using the information currently available, and may be adjusted, up to one year from acquisition date, after obtaining more information regarding, among other things, asset valuations, liabilities assumed and revisions to preliminary estimates. The purchase price in excess of the fair value of the tangible and identified intangible assets acquired less liabilities assumed is recognized as goodwill. The Company tests for indefinite lived intangibles and goodwill impairment in the fourth quarter of each year and whenever events or circumstances indicate that the carrying amount of the asset exceeds its fair value and may not be recoverable. The impairment test conducted by the Company includes a two-step approach to determine whether it is more likely than not that impairment exists. If it is determined, after step one, that it is not more likely than not, that impairment exists, then no further analysis is conducted. The steps are as follows: 1. Based on the totality of qualitative factors, determine whether the carrying amount of the intangible asset may not be recoverable. Qualitative factors and key assumptions reviewed include the following: ● Increases in costs, such as labor, materials or other costs that could negatively affect future cash flows. The Company assumed that costs associated with labor, materials, and other costs should be consistent with fair market levels. If the costs were materially higher than fair market levels, then such costs may adversely affect the future cash flows of the Company or reporting units. ● Financial performance, such as negative or declining cash flows, or reductions in revenue may adversely affect recoverability of the recorded value of the intangible assets. During our analysis, the Company assumes that revenues should remain relatively consistent or show gradual growth month-to-month and quarter-to-quarter. If revenue declines, instead of increases or flat levels, then such condition may adversely affect the future cash flows of the Company or reporting units. ● Legal, regulatory, contractual, political, business or other factors that could affect future cash flows. During our analysis, the Company assumes that the legal, regulatory, political or business conditions should remain consistent, without placing material pressure on the Company or any of its reporting units. If such conditions were to become materially different than what has been experienced historically, then such conditions may adversely affect the future cash flows of the Company or reporting units. ● Entity-specific events such as losses of management, key personnel, or customers, may adversely affect future cash flows. During our analysis, the Company assumes that members of management, key personnel, and customers will remain consistent period-over-period. If not effectively replaced, the loss of members of management and key employees could adversely affect operations, culture, morale and overall success of the company. In addition, if material revenue from key customers is lost and not replaced, then future cash flows will be adversely affected. ● Industry or market considerations, such as competition, changes in the market, changes in customer dependence on our service offerings, or obsolescence could adversely affect the Company or its reporting units. We understand that the markets we serve are constantly changing, requiring us to change with them. During our analysis, we assume that we will address new opportunities in service offering and industries served. If we do not make such changes, then we may experience declines in revenue and cash flow, making it difficult to re-capture market share. ● Macroeconomic conditions such as deterioration in general economic conditions or limitations on accessing capital could adversely affect the Company. During our analysis, we acknowledge that macroeconomic factors, such as the economy, may affect our business plan because our customers may reduce budgets for our services. If there are material worsening in economic conditions, which lead to reductions in revenue then such conditions may adversely affect the Company. 2. Compare the carrying amount of the intangible asset to the fair value. 3. If the carrying amount is greater than the fair value, then the carrying amount is reduced to reflect fair value. Goodwill and Intangible assets are comprised of the following, presented as net of amortization: September 30, 2022 AiAdvertising Total Domain name 20,202 20,202 Total $ 20,202 $ 20,202 December 31, 2021 AiAdvertising Total Domain name 20,202 20,202 Total $ 20,202 $ 20,202 Business Combinations The acquisition of subsidiaries is accounted for using the purchase method. The cost of the acquisition is measured at the aggregate of the fair value, at the acquisition date, of assets received, liabilities incurred or assumed, and equity instruments issued by the Company in exchange for control of the acquiree. Any costs directly attributable to the business combination are expensed in the period incurred. The acquiree’s identifiable assets and liabilities are recognized at their fair values at the acquisition date. Goodwill arising on acquisition is recognized as an asset and initially measured at cost, being the excess of the cost of the business combination over the Company’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities recognized. Concentrations of Business and Credit Risk Stock-Based Compensation Stock-based compensation expense recognized during the period is based on the value of the portion of stock-based payment awards that is ultimately expected to vest. Stock-based compensation expense recognized in the consolidated statement of operations during the nine months ended September 30, 2022, included compensation expense for the stock-based payment awards granted prior to, but not yet vested, as of September 30, 2022 based on the grant date fair value estimated. Stock-based compensation expense recognized in the consolidated statement of operations for the nine months ended September 30, 2022 is based on awards ultimately expected to vest or has been reduced for estimated forfeitures. Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The stock-based compensation expense recognized in the consolidated statements of operations during the nine months ended September 30, 2022 and 2021 were $1,392,744 and $728,270, respectively. Basic and Diluted Net Income (Loss) per Share Calculations Income (Loss) per Share dictates the calculation of basic earnings per share and diluted earnings per share. Basic earnings per share are computed by dividing income available to common shareholders by the weighted-average number of common shares available. Diluted earnings per share is computed similar to basic earnings per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. The shares for employee options, warrants and convertible notes were used in the calculation of the income per share. For the nine months ended September 30, 2022, the Company has excluded 168,756,669 shares of common stock underlying options, 18,025 Series B Preferred shares convertible into 450,625,000 shares of common stock, 14,425 Series C Preferred shares convertible into 144,250,000 shares of common stock, 86,021 Series D Preferred shares convertible into 215,052,500 shares of common stock, 10,000 Series E Preferred shares convertible into 20,000,000 shares of common stock, 2,597 Series G Preferred shares convertible into 136,684,211 shares of common stock and 162,703,869 shares of common stock underlying warrants, because their impact on the loss per share is anti-dilutive. During the nine months ended September 30, 2022, the above mentioned shares are included in the calculation for diluted earnings per share, resulting in 1,298,072,249 shares being added to the weighted average common and common equivalent shares outstanding. For the nine months ended September 30, 2021, the Company has excluded 212,799,631 shares of common stock underlying options, 18,025 Series B Preferred shares convertible into 450,625,000 shares of common stock, 14,425 Series C Preferred shares convertible into 144,250,000 shares of common stock, 86,021 Series D Preferred shares convertible into 215,052,500 shares of common stock, 10,000 Series E Preferred shares convertible into 20,000,000 shares of common stock, 2,597 Series G Preferred shares convertible into 136,684,211 shares of common stock and 183,132,441 shares of common stock underlying warrants, because their impact on the loss per share is anti-dilutive. During the nine months ended September 30, 2021, the above mentioned shares are included in the calculation for diluted earnings per share, resulting in 1,362,543,783 shares being added to the weighted average common and common equivalent shares outstanding. Dilutive per share amounts are computed using the weighted-average number of common shares outstanding and potentially dilutive securities, using the treasury stock method if their effect would be dilutive. Recently Adopted Accounting Pronouncements The Company does not elect to delay complying with any new or revised accounting standards, but to apply all standards required of public companies, according to those required application dates. Management reviewed accounting pronouncements issued during the quarter ended September 30, 2022, and no pronouncements were adopted during the period. In January 2017, the FASB issued 2017-04, Intangibles - Goodwill and Other Recently Issued Accounting Pronouncements Not Yet Adopted In June 2016, the FASB issued Accounting Standards Update No. 2016-13 (ASU 2016-13) "Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments" which requires the measurement and recognition of expected credit losses for financial assets held at amortized cost. ASU 2016-13 replaces the existing incurred loss impairment model with an expected loss methodology, which will result in more timely recognition of credit losses. ASU 2016-13 is effective for annual reporting periods, and interim periods within those years, beginning after December 15, 2022. We are currently in the process of evaluating the impact of the adoption of ASU 2016-13 on our consolidated financial statements. In August 2020, the FASB issued Accounting Standards Update (ASU) 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40). The intention of ASU 2020-06 update is to address the complexity of accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts in an entity’s own equity. Under ASU 2020-06, the number of accounting models for convertible notes will be reduced and entities that issue convertible debt will be required to use the if-converted method for computing diluted Earnings Per Share. ASU 2020-06 is effective for fiscal years and interim periods beginning after December 15, 2021 and may be adopted through either a modified or fully retrospective transition. Early adoption is permitted. The Company is currently evaluating the impact of this ASU on its consolidated financial statements and related disclosures. Discontinued Operations On June 11, 2021, the Company entered into and closed an asset purchase agreement (the “Asset Purchase Agreement”) with Liquid Web, LLC (“Buyer”) under which the Company sold the web hosting and maintenance revenue stream (the “Asset Sale”) to the Buyer for a Purchase Price of $251,966 which included the “Indemnity Holdback” amount of $25,197. The Buyer agreed to pay the Company the “Indemnity Holdback” amount within 45 days following the six-month anniversary of the closing date (June 11, 2021) in accordance with the Asset Purchase Agreement. As of September 30, 2022 the “Indemnity Holdback” amount was paid by the Buyer and is recorded as a Gain on Sale of Discontinued Operations in our statement of operations. The Company did not classify any assets or liabilities specific to the Purchased Assets. Therefore, the purchase price from the Purchased Assets is recorded as a Gain on Sale of Discontinued Operations in our statement of operations for the year ended December 31, 2021. As a result of the Company entering into the Asset Purchase Agreement, the Company’s web hosting revenue stream has been characterized as discontinued operations in its financial statements as disclosed within the disaggregated revenue schedule in footnote 3. Pursuant to the Asset Purchase Agreement, the Company agreed to continue to maintain, support, and deliver on all customer services during the transition period of 90 days following the closing date. The Company agreed to continue to invoice the hosting customers in the ordinary course of business. Any payments received from the customers, on or after the closing date are the property of Liquid Web. The Company agreed to remit the payment for collected revenue less taxes collected and net of hosting expenses to the Buyer no later than the 15 th The following table summarizes the results of operations for the three months ended September 30, 2022 and 2021. Three months ended September 30, 2022 (unaudited) Three months ended September 30, 2021 (unaudited) Third Parties Related Parties Total Third Parties Related Parties Total Hosting Revenue - - - $ 1,598 - $ 1,598 Cost of Sales - - - (321) - (321) Net Income from Discontinued Operations $ - $ - $ - $ 1,919 $ - $ 1,919 The following table summarizes the results of operations for the nine months ended September 30, 2022 and 2021. Nine months ended September 30, 2022 (unaudited) Nine months ended September 30, 2021 (unaudited) Third Parties Related Parties Total Third Parties Related Parties Total Hosting Revenue - - - $ 129,934 - $ 129,934 Cost of Sales - - - 56,320 - 56,320 Net Income from Discontinued Operations $ - $ - $ - $ 73,614 $ - $ 73,614 Income Taxes The Company uses the asset and liability method of accounting for income taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to financial statements carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry-forwards. The measurement of deferred tax assets and liabilities is based on provisions of applicable tax law. The measurement of deferred tax assets is reduced, if necessary, by a valuation allowance based on the amount of tax benefits that, based on available evidence, the Company does not expect to realize. For the nine months ended September 30, 2022, we used the federal tax rate of 21% in our determination of the deferred tax assets and liabilities balances. For the nine months ended September 30, 2022 Current tax provision: Federal Taxable income $ - Total current tax provision $ - Deferred tax provision: Federal Loss carryforwards $ 5,105,441 Change in valuation allowance (5,105,441) Total deferred tax provision $ - |
3. REVENUE RECOGNITION
3. REVENUE RECOGNITION | 9 Months Ended |
Sep. 30, 2022 | |
Notes | |
3. REVENUE RECOGNITION | 3. On January 1, 2018, the Company adopted ASU 2014-09 Revenue from Contracts with Customers The core principles of revenue recognition under ASC 606 includes the following five criteria: 1. Identify the contract with the customer Contract with our customers may be oral, written, or implied. A written and signed contract stating the terms and conditions is the preferred method and is consistent with most customers. The terms of a written contract may be contained within the body of an email, during which proposals are made and campaign plans are outlined, or it may be a stand-alone document signed by both parties. Contracts that are oral in nature are consummated in status and pitch meetings and may be later followed up with an email detailing the terms of the arrangement, along with a proposal document. No work is commenced without an understanding between the Company and our customers, that a valid contract exists. 2. Identify the performance obligations in the contract Our sales and account management teams define the scope of services to be offered, to ensure all parties are in agreement and obligations are being delivered to the customer as promised. The performance obligation may not be fully identified in a mutually signed contract, but may be outlined in email correspondence, face-to-face meetings, insertion orders, additional proposals or scopes of work, or phone conversations. 3. Determine the transaction price Pricing is discussed and identified by the operations team prior to submitting a proposal to the customer. Based on the obligation presented, third-party service pricing is established, and time and labor are estimated, to determine the most accurate transaction pricing for our customer. Price is subject to change upon agreement of the parties, and could be fixed or variable, milestone focused or time and materials. 4. Allocate the transaction price to the performance obligations in the contract If a contract involves multiple obligations, the transaction pricing is allocated accordingly during the performance obligation phase (criteria 2 above). 5. Recognize revenue when (or as) we satisfy a performance obligation The Company uses several means to satisfy the performance obligations: a. Billable Hours b. Ad Spend c. Milestones d. Monthly Retainer e. Hosting Historically, the Company generates income from four main revenue streams: data science, creative design, web development, and digital marketing. Each revenue stream is unique, and includes the following features: Data Science We analyze big data (large volume of information) to reveal patterns and trends associated with human behavior and interactions that can lead to better decisions and strategic business moves. As a result of our data science work, our clients are able to make informed and valuable decisions to positively impact their bottom lines. We classify revenue as data science that includes polling, research, modeling, data fees, consulting and reporting. Contracts are generated to assure both the Company and the client are committed to partnership and both agree to the defined terms and conditions and are typically less than one year. Transaction pricing is usually a lump sum, which is estimated by specific project requirements. The Company recognizes revenue when performance obligations are met, including, when the data sciences service is performed, polling is conducted, or support hours are expended. If the data sciences service is a fixed fee retainer, then the obligation is earned at the end of the period, regardless of how much service is performed. Creative Design We provide branding and creative design services, which we believe set apart our clients from their competitors and establish them in their specific markets. We believe in showcasing our clients’ brands uniquely and creatively to infuse the public with curiosity to learn more. We classify revenue as creative design that includes branding, photography, copyrighting, printing, signs and interior design. Contracts are generated to assure both the Company and the client are committed to partnership and both agree to the defined terms and conditions and are typically less than one year. The Company recognizes revenue when performance obligations are met, usually when creative design services obligations are complete, when the hours are recorded, designs are presented, website themes are complete, or any other criteria as mutually agreed. Web Development We develop websites that attract high levels of traffic for our clients. We offer our clients the expertise to manage and protect their website, and the agility to adjust their online marketing strategy as their business expands. We classify revenue as web development that includes website coding, website patch installs, ongoing development support and fixing inoperable sites. Contracts are generated to assure both the company and the client are committed to the partnership and both agree to the defined terms and conditions. Although most projects are long-term (6-8 months) in scope, we do welcome short-term projects which are invoiced as the work is completed at a specified hourly rate. In addition, we offer monthly hosting support packages, which ensures websites are functioning properly. The Company records web development revenue as earned, when the developer hours are recorded (if time and materials arrangements) or when the milestones are achieved (if a milestone arrangement). Digital Marketing We have a reputation for providing digital marketing services that get results. We classify revenue as digital marketing that includes ad spend, SEO management and digital ad support. Billable hours and advertising spending are estimated based on client specific needs and subject to change with client concurrence. Revenue is recognized when ads are run on one of the third-party platforms or when the hours are recorded by the digital marketing specialist, if the obligation relates to support or services. Included in creative design and digital marketing revenues are costs that are reimbursed by our clients, including third party services, such as photographers and stylists, furniture, supplies, and the largest component, digital advertising. We have determined, based on our review, that the amounts classified as reimbursable costs should be recorded as gross (principal), due to the following factors: - - - - During the nine months ended September 30, 2022 and 2021, we included $1,193,205 and $2,607,297 respectively, in revenue, related to reimbursable costs. The deferred revenue and customer deposits as of September 30, 2022 and December 31, 2021 were $788,064 and $491,635, respectively. Nine months ended September 30, 2022 (unaudited) Nine months ended September 30, 2021 (unaudited) Third Parties Related Parties Total Third Parties Related Parties Total Design 1,110,185 - 1,110,185 1,547,936 - 1,547,936 Development 33,869 - 33,869 214,743 - 214,743 Digital Advertising 3,062,541 - 3,062,541 3,514,597 - 3,514,597 Platform License 462,149 - 462,149 50,372 - 50,372 Total $ 4,668,744 $ - $ 4,668,744 $ 5,327,648 $ - $ 5,327,648 |
4. LIQUIDITY AND OPERATIONS
4. LIQUIDITY AND OPERATIONS | 9 Months Ended |
Sep. 30, 2022 | |
Notes | |
4. LIQUIDITY AND OPERATIONS | 4. LIQUIDITY AND OPERATIONS The Company had a net loss of $6,639,169 for the nine months ended September 30, 2022, which includes net income from discontinued operations of zero, a net loss of $6,497,573 for the nine months ended September 30, 2021, which includes net income from discontinued operations of $73,614, and net cash used in operating activities of $(4,179,026) and $(3,324,136), in the same periods, respectively. As of September 30, 2022, the Company had a long-term borrowing relationship with one lender. The lender provided long-term financing. The Company issued convertible promissory note, disclosed in footnote 7. As of September 30, 2022, there were no unused sources of liquidity, nor were there any commitments of material capital expenditures. While the Company expects that its capital needs in the foreseeable future may be met by cash-on-hand and projected positive cash-flow, there is no assurance that the Company will be able to generate enough positive cash flow to finance its growth and business operations in which event, the Company may need to seek outside sources of capital. There can be no assurance that such capital will be available on terms that are favorable to the Company or at all. |
5. INTANGIBLE ASSETS
5. INTANGIBLE ASSETS | 9 Months Ended |
Sep. 30, 2022 | |
Notes | |
5. INTANGIBLE ASSETS | 5. Domain Name On June 26, 2015, the Company purchased the rights to the domain “CLOUDCOMMERCE.COM”, from a private party at a purchase price of $20,000, plus transaction costs of $202. This domain was used as the main landing page for the Company. The total recorded cost of this domain of $20,202 has been included in other assets on the balance sheet. As of September 30, 2022, we determined that this domain has an indefinite useful life, and as such, is not included in depreciation and amortization expense. The Company will assess this intangible asset annually for impairment, in addition to it being classified with indefinite useful life. Trademark On September 22, 2015, the Company purchased the trademark rights to “CLOUDCOMMERCE”, from a private party at a purchase price of $10,000. The total recorded cost of this trademark of $10,000 has been included in other assets on the balance sheet. The trademark expired in 2021 and the Company submitted a renewal application for an additional 10 years. As of September 30, 2015, we determined that this intangible asset has a definite useful life of 174 months, and as such, will be included in depreciation and amortization expense. For the nine months ended September 30, 2022 and 2021, the Company included zero and $517, respectively, in depreciation and amortization expense related to this trademark. During the year ended December 31, 2021, the Company did not renew the trademark and recorded the remaining intangible asset balance to depreciation and amortization. As of December 31, 2021, the balance on this intangible asset was zero. The Company will assess this intangible asset for impairment, if an event occurs that may affect the fair value, or at least annually. The Company’s intangible assets consist of the following: September 30, 2022 December 31, 2021 Gross Accumulated Amortization Net Gross Accumulated Amortization Net Domain name 20,202 - 20,202 20,202 - 20,202 Total $ 20,202 $ - $ 20,202 $ 20,202 $ - $ 20,202 Total amortization expense charged to operations for the nine months ended September 30, 2022, and 2021 were zero and $517, respectively. |
6. CREDIT FACILITIES
6. CREDIT FACILITIES | 9 Months Ended |
Sep. 30, 2022 | |
Notes | |
6. CREDIT FACILITIES | 6. CREDIT FACILITIES None |
7. CONVERTIBLE NOTES PAYABLE
7. CONVERTIBLE NOTES PAYABLE | 9 Months Ended |
Sep. 30, 2022 | |
Notes | |
7. CONVERTIBLE NOTES PAYABLE | 7. CONVERTIBLE NOTES PAYABLE On April 20, 2018, the Company issued a convertible promissory note (the “April 2018 Note”) in the amount of up to $200,000, at which time we received an initial advance of $200,000 to cover operational expenses. The terms of the April 2018 Note, as amended, allowed the lender, a related party, to convert all or part of the outstanding balance plus accrued interest, at any time after the effective date, at a conversion price of $0.01 per share. The April 2018 Note bore interest at a rate of 5% per year and had a maturity date of April 20, 2021. During the year ended December 31, 2018, we determined that the April 2018 Note offered a conversion price which was lower than the market price, and therefore included a beneficial conversion feature. The Company included the amortization of this beneficial conversion feature in interest expense in the amount of $139,726 during the year ended December 31, 2018, and $60,274 during the year ended December 31, 2019. During the year ended December 31, 2019, we determined that the conversion feature of the April 2018 Note was considered a derivative in accordance with current accounting guidelines because of the reset conversion features of the April 2018 Note. The fair value of the April 2018 Notes has been determined by using the Binomial lattice formula from the effective date of the note. On June 23, 2020, the lender converted $38,894 of the outstanding balance and accrued interest of $4,236 into 4,313,014 shares of common stock. On January 13, 2021, the lender converted $161,106 of the outstanding balance and accrued interest of $22,025 into 18,313,074 shares of common stock. The balance of the April 2018 Note, as of September 30, 2022 and 2021 was zero. This note was converted within the terms of the agreement. |
8. NOTES PAYABLE
8. NOTES PAYABLE | 9 Months Ended |
Sep. 30, 2022 | |
Notes | |
8. NOTES PAYABLE | 8. NOTES PAYABLE Related Party Notes Payable On August 3, 2017, the Company issued a promissory note (the “August 3, 2017 Note”) in the amount of $25,000, at which time the entire balance of $25,000 was received to cover operational expenses. The August 3, 2017 Note bore interest at a rate of 5% per year and was payable upon demand, but in no event later than 36 months from the effective date. The balance of the August 3, 2017 Note, as of September 30, 2022 is zero. On February 17, 2021, the related party note payable was refinanced and consolidated into one note payable. See the “February 17, 2021 Note”. On August 15, 2017, the Company issued a promissory note (the “August 15, 2017 Note”) in the amount of $34,000, at which time the entire balance of $34,000 was received to cover operational expenses. The August 15, 2017 Note bore interest at a rate of 5% per year and was payable upon demand, but in no event later than 36 months from the effective date. The balance of the August 15, 2017 Note, as of September 30, 2022 is zero. On February 17, 2021, the related party note payable was refinanced and consolidated into one note payable. See the “February 17, 2021 Note”. On August 28, 2017, the Company issued a promissory note (the “August 28, 2017 Note”) in the amount of $92,000, at which time the entire balance of $92,000 was received to cover operational expenses. The August 28, 2017 Note bore interest at a rate of 5% per year and was payable upon demand, but in no event later than 36 months from the effective date. The balance of the August 28, 2017 Note, as of September 30, 2022 is zero. On February 17, 2021, the related party note payable was refinanced and consolidated into one note payable. See the “February 17, 2021 Note”. On September 28, 2017, the Company issued a promissory note (the “September 28, 2017 Note”) in the amount of $63,600, at which time the entire balance of $63,600 was received to cover operational expenses. The September 28, 2017 Note bore interest at a rate of 5% per year and was payable upon demand, but in no event later than 36 months from the effective date. The balance of the September 28, 2017 Note, as of September 30, 2022 is zero. On February 17, 2021, the related party note payable was refinanced and consolidated into one note payable. See the “February 17, 2021 Note”. On October 11, 2017, the Company issued a promissory note (the “October 11, 2017 Note”) in the amount of $103,500, at which time the entire balance of $103,500 was received to cover operational expenses. The October 11, 2017 Note bore interest at a rate of 5% per year and was payable upon demand, but in no event later than 36 months from the effective date. The balance of the October 11, 2017 Note, as of September 30, 2022 is zero. On February 17, 2021, the related party note payable was refinanced and consolidated into one note payable. See the “February 17, 2021 Note”. On October 27, 2017, the Company issued a promissory note (the “October 27, 2017 Note”) in the amount of $106,000, at which time the entire balance of $106,000 was received to cover operational expenses. The October 27, 2017 Note bore interest at a rate of 5% per year and was payable upon demand, but in no event later than 36 months from the effective date. The balance of the October 27, 2017 Note, as of September 30, 2022 is zero. On February 17, 2021, the related party note payable was refinanced and consolidated into one note payable. See the “February 17, 2021 Note”. On November 15, 2017, the Company issued a promissory note (the “November 15, 2017 Note”) in the amount of $62,000, at which time the entire balance of $62,000 was received to cover operational expenses. The November 15, 2017 Note bore interest at a rate of 5% per year and was payable upon demand, but in no event later than 36 months from the effective date. The balance of the November 15, 2017 Note, as of September 30, 2022 is zero. On February 17, 2021, the related party note payable was refinanced and consolidated into one note payable. See the “February 17, 2021 Note”. On November 27, 2017, the Company issued a promissory note (the “November 27, 2017 Note”) in the amount of $106,000, at which time the entire balance of $106,000 was received to cover operational expenses. The November 27, 2017 Note bore interest at a rate of 5% per year and was payable upon demand, but in no event later than 36 months from the effective date. The balance of the November 27, 2017 Note, as of September 30, 2022 is zero. On February 17, 2021, the related party note payable was refinanced and consolidated into one note payable. See the “February 17, 2021 Note”. On December 19, 2017, the Company issued a promissory note (the “December 19, 2017 Note”) in the amount of $42,000, at which time the entire balance of $42,000 was received to cover operational expenses. The December 19, 2017 Note bore interest at a rate of 5% per year and was payable upon demand, but in no event later than 36 months from the effective date. The balance of the December 19, 2017 Note, as of September 30, 2022 was zero. On February 17, 2021, the related party note payable was refinanced and consolidated into one note payable. See the “February 17, 2021 Note”. On January 3, 2018, the Company issued a promissory note (the “January 3, 2018 Note”) in the amount of $49,000, at which time the entire balance of $49,000 was received to cover operational expenses. The January 3, 2018 Note bore interest at a rate of 5% per year and was payable upon demand, but in no event later than 36 months from the effective date. The balance of the January 3, 2018 Note, as of September 30, 2022 is zero. On February 17, 2021, the related party note payable was refinanced and consolidated into one note payable. See the “February 17, 2021 Note”. On January 28, 2021, the Company entered into an Unsecured Promissory Note (the “January 28, 2021 Note”), in the aggregate principal amount of $840,000, with Bountiful Capital, LLC for gross proceeds of $840,000. The investor is a related party. The then-chief financial officer of the Company, Greg Boden, is also the president of Bountiful Capital, LLC. The note bore interest at a rate of 5% per year and was not convertible into shares of common stock of the Company. The note had a maturity date of January 28, 2022, and prepayment of the note was permitted. On March 4, 2021, the Company paid off the note in full in the amount of $840,000. On February 17, 2021, the Company issued a promissory note (the “February 17, 2021 Note”) in the amount of $683,100, at which time the entire balance of $683,100 was received to refinance all outstanding promissory notes. The February 17, 2021 Note bears interest at a rate of 5% per year and is payable upon demand, but in no event later than August 31, 2021. The balance of the February 17, 2017 Note, as of September 30, 2021 is $817,781, which includes $134,680 of accrued interest. Upon executing the February 17, 2021 Note, the Company issued 25,000,000 shares of restricted common stock to Bountiful Capital at a price equal to $0.1128 cents per share which the Company valued at $2,820,000 at the time of issuance and recorded as interest expense. As of September 30, 2022, and December 31, 2021, the notes payable due to related parties totaled zero and zero, respectively. Third Party Notes Payable On February 4, 2021, the Company received loan proceeds of $780,680 under the Second Draw of the Paycheck Protection Program (“PPP2”). The PPP2 is evidenced by a promissory note between the Company and the Cache Valley Bank. The note had a five-year term, bore interest at the rate of 1.0% per year, and could have been prepaid at any time without payment of any premium. No payments of principal or interest were due during the six-month period beginning on the date of the Note (the “Deferral Period”). The principal and accrued interest under the note was forgivable after eight weeks if the Company used the PPP2 Loan proceeds for eligible purposes, including payroll, benefits, rent and utilities, and otherwise complied with PPP2 requirements. In order to obtain forgiveness of the PPP2 Loan, the Company submitted a request and provided satisfactory documentation regarding its compliance with applicable requirements. On March 23, 2021, the company was notified by a representative of Cache Valley Bank that the PPP2 loan was forgiven in full, in the amount of $780,680. On August 3, 2021 we were notified by the bank that the PPP2 Loan was still due and that the March 23, 2021 notification of forgiveness was sent in error. On December 17, 2021 we were notified by the bank that the PPP2 loan was forgiven in full, in the amount of $787,554, which includes $6,874 of interest. As of December 31, 2021, the balance of the PPP2 loan was zero. |
9. DERIVATIVE LIABILITIES
9. DERIVATIVE LIABILITIES | 9 Months Ended |
Sep. 30, 2022 | |
Notes | |
9. DERIVATIVE LIABILITIES | 9. DERIVATIVE LIABILITIES |
10. CAPITAL STOCK
10. CAPITAL STOCK | 9 Months Ended |
Sep. 30, 2022 | |
Notes | |
10. CAPITAL STOCK | 10. CAPITAL STOCK At September 30, 2022 and December 31, 2021, the Company’s authorized stock consists of 10,000,000,000 shares of common stock, par value $0.001 per share, and 5,000,000 shares of preferred stock, par value of $0.001 per share. The rights, preferences and privileges of the holders of the preferred stock will be determined by the Board of Directors prior to issuance of such shares. The conversion of certain outstanding preferred stock could have a significant impact on our common stockholders. As of the date of this report, the Board has designated Series A, Series B, Series C, Series D, Series E, Series F, Series G and Series H Preferred Stock. Series A Preferred The Company has designated 10,000 shares of its preferred stock as Series A Preferred Stock. Each share of Series A Preferred Stock is convertible into 10,000 shares of the Company’s common stock. The holders of outstanding shares of Series A Preferred Stock are entitled to receive dividends, payable quarterly, out of any assets of the Company legally available therefor, at the rate of $8 per share annually, payable in preference and priority to any payment of any dividend on the common stock. During the nine months ended September 30, 2022 and 2021, we paid dividends of $0 and $148,705, respectively, to the holders of Series A Preferred stock. As of September 30, 2022, the Company had zero shares of Series A Preferred Stock outstanding. During the year ended December 31, 2021, the holders of the 10,000 shares of Series A Preferred Stock converted all outstanding shares of Series A Preferred into 100,000,000 shares of common stock, which ceased any further accruals of dividends on the shares of Series A Preferred. As of December 31, 2021, the balance owed on the Series A Preferred stock dividend was zero. As of September 30, 2022, the Company has zero shares of Series A Preferred Stock outstanding. Series B Preferred The Company has designated 25,000 shares of its preferred stock as Series B Preferred Stock. Each share of Series B Preferred Stock has a stated value of $100. The Series B Preferred Stock is convertible into shares of the Company's common stock in amount determined by dividing the stated value by a conversion price of $0.004 per share. The Series B Preferred Stock does not have voting rights except as required by law and with respect to certain protective provisions set forth in the Certificate of Designation of Series B Preferred Stock. As of September 30, 2022, the Company has 18,025 shares of Series B Preferred Stock outstanding. Series C Preferred The Company has designated 25,000 shares of its preferred stock as Series C Preferred Stock. Each share of Series C Preferred Stock has a stated value of $100. The Series C Preferred Stock is convertible into shares of the Company's common stock in the amount determined by dividing the stated value by a conversion price of $0.01 per share. The Series C Preferred Stock does not have voting rights except as required by law and with respect to certain protective provisions set forth in the Certificate of Designation of Series C Preferred Stock. As of September 30, 2022, the Company has 14,425 shares of Series C Preferred Stock outstanding. Series D Preferred The Company has designated 90,000 shares of its preferred stock as Series D Preferred Stock. Each share of Series D Preferred Stock has a stated value of $100. The Series D Preferred Stock is convertible into common stock at a ratio of 2,500 shares of common stock per share of preferred stock, and pays a quarterly dividend, calculated as (1/90,000) x (5% of the Adjusted Gross Revenue) of the Company’s subsidiary Parscale Digital. Adjusted Gross Revenue means the top line gross revenue of Parscale Digital, as calculated under GAAP (generally accepted accounting principles) less any reselling revenue attributed to third party advertising products or service, such as, but not limited to, search engine keyword campaign fees, social media campaign fees, radio or television advertising fees, and the like. The Series D Preferred Stock does not have voting rights except as required by law and with respect to certain protective provisions set forth in the Certificate of Designation of Series D Preferred Stock. During the year ended December 31, 2021, the holder of the 90,000 shares of Series D Preferred Stock converted 3,979 shares of Series D Preferred into 9,947,500 shares of common stock. As of September 30, 2022, the Company had 86,021 shares of Series D Preferred Stock outstanding. During the nine months ended September 30, 2022, and 2021, we paid dividends of $0, and $257,609 respectively, to the holders of Series D Preferred stock. As of September 30, 2022, the balance owed on the Series D Preferred stock dividend was zero. Series E Preferred The Company has designated 10,000 shares of its preferred stock as Series E Preferred Stock. Each share of Series E Preferred Stock has a stated value of $100. The Series E Preferred Stock is convertible into shares of the Company's common stock in an amount determined by dividing the stated value by a conversion price of $0.05 per share. The Series E Preferred Stock does not have voting rights except as required by law and with respect to certain protective provisions set forth in the Certificate of Designation of Series E Preferred Stock. As of September 30, 2022, the Company has 10,000 shares of Series E Preferred Stock outstanding. Series F Preferred The Company has designated 800,000 shares of its preferred stock as Series F Preferred Stock. Each share of Series F Preferred Stock has a stated value of $25. The Series F Preferred Stock is not convertible into common stock. The holders of outstanding shares of Series F Preferred Stock are entitled to receive dividends, at the annual rate of 10%, payable monthly, payable in preference and priority to any payment of any dividend on the Company’s common stock. The Series F Preferred Stock does not have voting rights, except as required by law and with respect to certain protective provisions set forth in the Certificate of Designation. To the extent it may lawfully do so, the Company may, in its sole discretion, after the first anniversary of the original issuance date of the Series F Preferred Stock, redeem any or all of the then outstanding shares of Series F Preferred Stock at a redemption price of $25 per share plus any accrued but unpaid dividends. The Series F Preferred Stock was offered in connection with the Company’s offering under Regulation A under the Securities Act of 1933, as amended. During the year ended December 31, 2021 the Company redeemed all outstanding shares of Series F Preferred Stock. The Company returned the original investment amount to each Series F holder plus accrued dividends due through September 30, 2021, totaling $62,246, comprised of $61,325 stated value and $921 of accrued dividends. For the year ended December 31, 2021, the Company paid dividends on shares of the Series F Preferred stock of $2,491. As of September 30, 2022, the Company had zero shares of Series F Preferred Stock outstanding, and the balance on stock dividend was zero. Series G Preferred On February 6, 2020, the Company designated 2,600 shares of its preferred stock as Series G Preferred Stock. Each share of Series G Preferred Stock has a stated value of $100. The Series G Preferred Stock is convertible into shares of the Company's common stock in an amount determined by dividing the stated value by a conversion price of $0.0019 per share. The Series G Preferred Stock does not have voting rights except as required by law and with respect to certain protective provisions set forth in the Certificate of Designation of Series G Preferred Stock. As of September 30, 2022, the Company had 2,597 shares of Series G Preferred Stock outstanding. Series H Preferred On March 18, 2021, the Company issued 1,000 shares of its Series H Preferred Stock to the then-Chief Executive Officer of the Company, Andrew Van Noy. The Series H Preferred Stock is not convertible into shares of the Company's common stock and entitles the holder to 51% of the voting power of the Company’s shareholders, as set forth in the Certificate of Designation. The 1,000 shares of Series H Preferred stock provided for automatic redemption by the Company at the par value of $0.001 per share on the sooner of: 1) sixty days (60) from the effective date of the Certificate of Designation, 2) on the date Andrew Van Noy ceases to serve as an officer, director or consultant of the Company, or 3) on the date that the Company’s shares of common stock first trade on any national securities exchange. On May 18, 2021, the Company redeemed all shares of Series H Preferred stock. On September 29, 2021, the Company filed a certificate of withdrawal with the Secretary of State of Nevada, to withdraw the Company’s existing certificate of designation of Series H Preferred Stock, filed a certificate of designation for a new series of Series H Preferred Stock with the Secretary of State of Nevada, and issued 1,000 shares of Series H Preferred Stock to Andrew Van Noy, the Company’s then-chief executive officer, for services rendered. . Registered Direct Offering On March 28, 2022, the Company entered into a purchase agreement with an accredited investor to purchase up to $10,000,000 of shares (“Purchase Shares”) of the Company’s common stock. The Company has the right, in its sole discretion, subject to the conditions and limitations in the Purchase Agreement, to direct the investor, by delivery of a purchase notice from time to time (a “Purchase Notice”) to purchase (each, a “Purchase”) over the one-year term of the Purchase Agreement, a minimum of $10,000 and up to a maximum of the lower of: (1) one hundred percent (100%) of the average daily trading dollar volume of the Company’s common stock during the ten trading days preceding the Purchase Date; or (2) one million dollars ($1,000,000), provided that the parties may agree to waive such limitations. The aggregate value of Purchase Shares sold to the investor may not exceed $10,000,000. Each Purchase Notice will set forth the Purchase Price and number of Purchase Shares in accordance with the terms of the Purchase Agreement. The number of Purchase Shares the Company issue under each Purchase will be equal to 112.5% of the Purchase Amount sold under such Purchase, divided by the Purchase Price per share (as defined under the Purchase Agreement). The Purchase Price was defined as the lower of (a) 90% of the lowest volume weighted average price during the Valuation Period; or (b) the closing price for the Company’s common stock on the trading day preceding the date of the Purchase Notice. The Purchase Price was subject to a floor of $0.01 per share, at or below which the Company could not deliver a Purchase Notice. The Valuation Period is the ten consecutive business days immediately preceding, but not including the date a Purchase Notice is delivered. On July 28, 2022, Company entered into an amendment to the Company’s purchase agreement, dated March 28, 2022 (the “Purchase Agreement”) with the investor. As previously disclosed, the Purchase Agreement provides that, subject to the conditions and limitations set forth therein, the Company may sell to the investor, at its discretion, up to $10,000,000 of shares of the Company’s common stock. Under the amendment, the “Purchase Price” under the Purchase Agreement is no longer subject to a floor and is defined as the lower of (a) 90% of the lowest traded price during the Valuation Period (as defined under the Purchase Agreement) or (b) the closing price for the Company’s common stock on the trading day preceding the date of the purchase notice provided under the Purchase Agreement. As of September 30, 2022, the investor purchased 89,415,574 shares of common stock, and the Company received net proceeds of $980,205, which is being used for operations. On April 13, 2022, the Company retained the services of two independent consultants and the Board agreed to issue each consultant 97,543 shares for a total of 195,086 shares of common stock at a cost basis of $0.0173 per share amounting to $3,374. On August 22, 2022, the Company retained the services of an independent consultant per the terms set forth in the consulting agreement dated August 4, 2022. The consultant will provide his services for a period of one year and will be compensated for such with $120,000 per year in stock grants, based on the closing price of the Company’s common stock of $0.0081 per share on August 22, 2022, for a total of 14,814,814 shares of common stock, and $10,000 a month in cash compensation. As of September 30, 2022, the consultant was issued 14,814,814 shares of common stock, and zero cash compensation has been distributed. |
11. STOCK OPTIONS AND WARRANTS
11. STOCK OPTIONS AND WARRANTS | 9 Months Ended |
Sep. 30, 2022 | |
Notes | |
11. STOCK OPTIONS AND WARRANTS | 11. STOCK OPTIONS AND WARRANTS Stock Options On August 1, 2017, we granted non-qualified stock options to purchase up to 10,000,000 shares of our common stock to a key employee, at a price of $0.01 per share. The stock options vest equally over a period of 36 months and expire August 1, 2022. These options may be exercised on a cashless basis, resulting in no cash payment to the company upon exercise. If the optionee exercises on a cashless basis, then the above water value (difference between the option price and the fair market price at the time of exercise) is used to purchase shares of common stock. Under this method, the number of shares of common stock issued will be less than the number of options exercised. On September 30, 2018, the employee exercised, on a cashless basis, 3,324,201 options, resulting in the issuance of 1,233,509 shares of common stock. During the quarter ended March 30, 2021, the employee exercised, on a cashless basis, 6,675,799 options, resulting in the issuance of 5,439,540 shares of common stock. As of December 31, 2021, all stock options issued on August 1, 2017 were fully exercised. On January 3, 2018, we granted non-qualified stock options to purchase up to 20,000,000 shares of our common stock to a key employee, at a price of $0.04 per share. During the year ended December 31, 2021, the key employee left the Company and the options were forfeited. On January 17, 2020, we granted non-qualified stock options to purchase up to 283,000,000 shares of our common stock to ten key employees and three directors, at an exercise price of $0.0019 per share. The stock options vest equally over a period of 36 months and expire January 17, 2025. These options were exercisable on a cashless basis, any time after January 17, 2021. During the year ended December 31, 2021, 3,766,668 options were exercised on a cashless basis, resulting in the issuance of 3,366,714 shares of common stock. On June 2, 2020, we granted non-qualified stock options to purchase up to 17,000,000 shares of our common stock to a director, at an exercise price of $0.0018 per share. The stock options vest equally over a period of 36 months and expire June 2, 2025. These options are exercisable on a cashless basis, any time after June 2, 2021. On January 5, 2021, we granted non-qualified stock options to purchase up to 368,000,000 shares of our common stock to six key employees and three directors, at an exercise price of $0.0068 per share. The stock options vest equally over a period of 36 months and expire January 5, 2026. These options were exercisable on a cashless basis, any time after January 5, 2022. During the year ended December 31, 2021, a key employee who held 1,000,000 options left the Company, and the options were forfeited. On February 1, 2022, we granted non-qualified stock options to purchase up to 122,500,000 shares of our common stock to five board members, three of which are independent, and one employee, at an exercise price of $0.0295 per share. The stock options vest equally over a period of 36 months and expire February 1, 2025. These options are exercisable on a cashless basis, anytime after March 1, 2022. The fair value of options granted during the nine months ending September 30, 2022 and 2021, were determined using the Black Scholes method with the following assumptions: Nine months ended September 30, 2022 Nine months ended September 30, 2021 Risk free interest rate 1.29% 0.40% Stock volatility factor 229% 337% Weighted average expected option life 3 years 5 years Expected dividend yield 0% 0% A summary of the Company’s stock option activity and related information follows: Nine months ended Nine months ended September 30, 2022 September 30, 2021 Options Weighted average exercise price Options Weighted average exercise price Outstanding - beginning of year 768,233,332 $ 0.0052 429,675,799 $ 0.0052 Granted 122,500,000 0.0068 373,000,000 0.0068 Exercised (4,000,000) 0.0019 (12,442,467) 0.0070 Forfeited (7,000,000) 0.0127 (21,000,000) 0.0021 Outstanding - end of year 879,733,332 $ 0.0092 769,233,332 $ 0.0060 Exercisable at the end of year 625,831,962 $ 0.0070 366,175,798 $ 0.0067 Weighted average fair value of options granted during the year $ 2,495,600 $ 2,580,600 The weighted average remaining contractual life of options outstanding, as of September 30, 2022 was as follows: Exercise prices Number of options outstanding Weighted Average remaining contractual life (years) $ 0.0150 35,000,000 0.00 $ 0.0131 60,000,000 0.00 $ 0.0130 15,000,000 0.00 $ 0.0068 367,000,000 0.00 $ 0.0053 10,000,000 0.00 $ 0.0019 253,233,332 2.30 $ 0.0018 17,000,000 2.67 $ 0.0295 122,500,000 2.34 879,733,332 Warrants As of September 30, 2022 and December 31, 2021, there were 162,703,869 and 162,703,869 warrants outstanding, respectively. The fair value of warrants issued during the nine months ended September 30, 2022 and 2021, were determined using the Black Scholes method with the following assumptions: Nine months ended September 30, 2022 Nine months ended September 30, 2021 Risk free interest rate 0% 0.40% Stock volatility factor 0% 337% Weighted average expected warrant life 0 years 5 years Expected dividend yield 0% 0% A summary of the Company’s warrant activity and related information follows: Nine months ended Nine months ended September 30, 2022 September 30, 2021 Warrants Weighted average exercise price Warrants Weighted average exercise price Outstanding - beginning of period 162,703,869 $ 0.007 20,912,852 $ 0.007 Issued - - 240,000,001 0.037 Exercised - - (77,780,412) 0.007 Forfeited - - - - Outstanding - end of period 162,703,869 $ 0.048 183,132,441 $ 0.047 Exercisable at the end of period 162,703,869 $ 0.048 183,132,441 $ 0.047 Weighted average fair value of warrants granted during the period $ 7,792,900 $ 8,720,357 |
12. RELATED PARTIES
12. RELATED PARTIES | 9 Months Ended |
Sep. 30, 2022 | |
Notes | |
12. RELATED PARTIES | 12. RELATED PARTIES Our former Chief Financial Officer is also the President of Bountiful Capital, LLC. On January 17, 2020, notes payable owed to Bountiful Capital amounting to $240,500 and accrued interest of $19,758 were converted into 2,597 shares of Series G preferred stock. On February 17, 2021, the Company entered into an Unsecured Promissory Note (the “February 17, 2021 Term Note”), in the aggregate principal amount of $840,000, with Bountiful Capital, LLC for gross proceeds of $840,000. The investor is a related party. The note bore interest at a rate of 5% per year and was not convertible into shares of common stock of the Company. Principal and interest under the note were due and payable upon maturity on January 28, 2022, and a prepayment of the note was permitted. On March 4, 2021, the Company paid off the February 17, 2021 Term Note in full in the amount of $840,000. Also on February 17, 2021, the Company entered into an Unsecured Promissory Note (the “February 17, 2021 Refinance Note”) with Bountiful Capital to refinance ten Unsecured Promissory Notes dated between August 3, 2017 and January 3, 2018, with a total principal balance of $683,100 and accrued interest of $113,626. The February 17, 2021 Refinance Note bore interest of 5% per year and was not convertible into shares of common stock of the Company. Principal and interest under the note were due and payable upon maturity on August 31, 2021, and a prepayment of the note was permitted. On February 17, 2021, the Company issued Bountiful Capital 25,000,000 shares of common stock in connection with the issuances of the February 17, 2021 Term Note and the February 17, 2021 Refinance Note, which the Company valued at $2,820,000. We included $2,820,000 in interest expense related to the 25,000,000 shares. On November 29, 2021, the Company entered into an exchange agreement with Bountiful Capital. Pursuant to the exchange agreement, the Company extinguished the principal amount of $683,100, plus accrued interest of $140,295, on an unsecured promissory note issued to Bountiful Capital on February 27, 2021 by repaying $428,652 in cash and issuing 26,316,264 shares of common stock of the Company in full satisfaction of the note. At September 30, 2022 and December 31, 2021, principal on the Bountiful Notes and accrued interest totaled $0 and $0. On August 1, 2017, the Company signed a lease with Bureau, Inc., a related party, to provide a workplace for our employees. Bureau, Inc., is wholly owned by Jill Giles, an employee of the Company. During the year ended December 31, 2021 Jill Giles resigned from her position with Company. Details on this lease are included in Note 15. On August 1, 2017, Parscale Digital signed a lease with Parscale Strategy for computer equipment and office furniture. Parscale Strategy is wholly owned by Brad Parscale a former related party. Details of this lease are included in Note 14. On March 18, 2021, the Company issued 1,000 shares of its Series H Preferred Stock to the then-Chief Executive Officer of the Company, Andrew Van Noy. The Series H Preferred Stock was not convertible into shares of the Company's common stock and entitles the holder to 51% of the voting power of the Company’s shareholders, as set forth in the Certificate of Designation. The 1,000 shares of Series H Preferred stock provided for automatic redemption by the Company at the par value of $0.001 per share on the sooner of: 1) sixty days (60) from the effective date of the Certificate of Designation, 2) on the date Andrew Van Noy ceases to serve as an officer, director or consultant of the Company, or 3) on the date that the Company’s shares of common stock first trade on any national securities exchange. On May 18, 2021, the Company redeemed all shares of Series H Preferred stock. On September 29, 2021, the Company filed a certificate of withdrawal with the Secretary of State of Nevada, to withdraw the Company’s existing certificate of designation of Series H Preferred Stock, filed a certificate of designation for a new series of Series H Preferred Stock with the Secretary of State of Nevada, and issued 1,000 shares of Series H Preferred Stock to Andrew Van Noy, the Company’s former chief executive officer, for services rendered. . |
13. CONCENTRATIONS
13. CONCENTRATIONS | 9 Months Ended |
Sep. 30, 2022 | |
Notes | |
13. CONCENTRATIONS | 13. CONCENTRATIONS For the nine months ended September 30, 2022 and 2021, the Company had two and three major customers who represented approximately 25% and 48% of total revenue, respectively. At September 30, 2022 and December 31, 2021, accounts receivable from four and three customers, represented approximately 58% and 49% of total accounts receivable, respectively. The customers comprising the concentrations within the accounts receivable are not the same customers that comprise the concentrations with the revenues discussed above. |
14. COMMITMENTS AND CONTINGENCI
14. COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2022 | |
Notes | |
14. COMMITMENTS AND CONTINGENCIES | 14. COMMITMENTS AND CONTINGENCIES Leases Leases The Company adopted the new lease guidance effective January 1, 2019 using the modified retrospective transition approach, applying the new standard to all of its leases existing at the date of initial application which is the effective date of adoption. Consequently, financial information will not be updated and the disclosures required under the new standard will not be provided for dates and periods before January 1, 2019. The Company has elected the practical expedient to combine lease and non-lease components as a single component. We did not elect the hindsight practical expedient which permits entities to use hindsight in determining the lease term and assessing impairment. The adoption of the lease standard did not change our previously reported consolidated statements of operations and did not result in a cumulative catch-up adjustment to opening equity. As of September 30, 2022, the company recognized ROU assets of $182,467 and lease liabilities of $182,467. The interest rate implicit in lease contracts is typically not readily determinable. As such, the Company utilizes its incremental borrowing rate of 10%, which is the rate incurred to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment. In calculating the present value of the lease payments, the Company elected to utilize its incremental borrowing rate based on the remaining lease terms as of the January 1, 2019 adoption date. Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at the commencement date. The operating lease ROU asset also includes any lease payments made and excludes lease incentives and initial direct costs incurred, if any. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Our leases have remaining lease terms of 1 year to 3 years, some of which include options to extend the lease term for up to an undetermined number of years. Operating Leases On August 1, 2017, the Company signed a lease agreement with Bureau Inc., a related party, which commenced on August 1, 2017, for approximately 8,290 square feet, at 321 Sixth Street, San Antonio, TX 78215, for $9,800 per month, plus a pro rata share of the common building expenses. The lease expires on July 31, 2022. As of September 30, 2022, the Company did not extend this lease beyond the expiration date. However, because the lease expiration was greater than twelve months, the lease liability was included on the Balance Sheet as Right-of-use lease. This lease does not include a residual value guarantee, nor did we incur any material exit costs. As of January 1, 2019, we determined that this lease met the criterion to be classified as a ROU Asset and was included on the balance sheet as Right-Of-Use Assets. As of September 30, 2022, the ROU asset and liability balances of this lease were $0 and $0, respectively. Total operating lease expense for the nine months ended September 30, 2022 and 2021 was $66,369 and $77,895, respectively. The Company is also required to pay its pro rata share of taxes, building maintenance costs, and insurance according to the lease agreement. On August 1, 2022, the Company signed a lease agreement with JJ Real Co., an unrelated party, which commenced on August 1, 2022, for approximately 2,000 square feet, located at 1114 S St. Mary’s Suite 120, San Antonio, TX 78210, for $5,350 per month, includes a pro rata share of the common building expenses and each year the monthly lease payment is subject to change per the lease agreement. The lease expires on July 31, 2027. The lease expiration is greater than twelve months, thus included on the Balance Sheet as Right-of-Use lease. This lease does not include a residual value guarantee, nor do we expect any material exit costs. As of August 1, 2022, we determined that this lease meets the criterion to be classified as a ROU Asset and is included on the balance sheet as Right-Of-Use Assets. As of September 30, 2022, the ROU asset and liability balances of this lease were $182,467 and $182,467, respectively. Total operating lease expense for the nine months ended September 30, 2022 and 2021 was $8,000 and $0, respectively. The Company is also required to pay its pro rata share of taxes, building maintenance costs, and insurance according to the lease agreement, which is recorded in a separate expense account on the income statement. Finance Leases The following is a schedule of the net book value of the finance lease. Assets September 30, 2022 December 31, 2021 Leased equipment under finance lease, $ 100,097 $ 100,097 less accumulated amortization (100,097) (100,097) Net $ - $ - Below is a reconciliation of leases to the financial statements. ROU Operating Leases Finance Leases Leased asset balance $ 182,467 $ - Liability balance 182,467 - Cash flow (non-cash) - - Interest expense $ - $ - The following is a schedule, by years, of future minimum lease payments required under the operating and finance leases. Years Ending December 31, ROU Operating Leases Finance Leases (For the three months remaining) 11,000 - 2023 44,833 - 2024 46,833 - 2025 48,333 - 2026 50,833 - 2027 30,335 - Thereafter - - Total $ 232,667 $ - Less imputed interest (50,200) - Total liability $ 182,467 $ - Other information related to leases is as follows: Lease Type Weighted Average Remaining Term Weighted Average Discount Rate (1) Operating Leases 58 months 10% Finance Leases 0 months 10% (1) Legal Matters The Company may be involved in legal actions and claims arising in the ordinary course of business, from time to time, none of which at this time the Company considers to be material to the Company’s business or financial condition. |
15. SUPPLEMENTAL STATEMENT OF C
15. SUPPLEMENTAL STATEMENT OF CASH FLOWS INFORMATION | 9 Months Ended |
Sep. 30, 2022 | |
Notes | |
15. SUPPLEMENTAL STATEMENT OF CASH FLOWS INFORMATION | 15. SUPPLEMENTAL STATEMENT OF CASH FLOWS INFORMATION During the nine months ended September 30, 2022, there were the following non-cash activities . - - - - During the nine months ended September 30, 2021, there were the following non-cash activities. - - - - - - |
16. SUBSEQUENT EVENTS
16. SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2022 | |
Notes | |
16. SUBSEQUENT EVENTS | 16. SUBSEQUENT EVENTS Management has evaluated subsequent events according to ASC TOPIC 855 as of the date of the financial statements and has determined that the following subsequent events are reportable. - - - - - |
2. SUMMARY OF SIGNIFICANT ACC_2
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Reclassifications (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Policies | |
Reclassifications | Reclassifications During the quarter ended September 30, 2022 we recognized cost of revenue in the statement of operations. Certain prior periods have been reclassified to reflect current period presentation. |
2. SUMMARY OF SIGNIFICANT ACC_3
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Accounts Receivable (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Policies | |
Accounts Receivable | Accounts Receivable The Company extends credit to its customers, who are located nationwide. Accounts receivable are customer obligations due under normal trade terms. The Company performs continuing credit evaluations of its customers’ financial condition. Management reviews accounts receivable on a regular basis, based on contractual terms and how recently payments have been received to determine if any such amounts will potentially be uncollected. The Company includes any balances that are determined to be uncollectible in its allowance for doubtful accounts. After all attempts to collect a receivable have failed, the receivable is written off. The balances of the allowance account at September 30, 2022 |
2. SUMMARY OF SIGNIFICANT ACC_4
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Use of Estimates (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Policies | |
Use of Estimates | Use of Estimates |
2. SUMMARY OF SIGNIFICANT ACC_5
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Cash and Cash Equivalents (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Policies | |
Cash and Cash Equivalents | Cash and Cash Equivalents |
2. SUMMARY OF SIGNIFICANT ACC_6
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Property and Equipment (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Policies | |
Property and Equipment | Property and Equipment Property and equipment are stated at cost, and are depreciated or amortized using the straight-line method over the following estimated useful lives: Furniture, fixtures & equipment 7 Years Computer equipment 5 Years Commerce server 5 Years Computer software 3 - 5 Years Leasehold improvements Length of the lease Depreciation expenses were $27,847 and $31,653 for the nine months ended September 30, 2022 and 2021, respectively |
2. SUMMARY OF SIGNIFICANT ACC_7
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Revenue Recognition (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Policies | |
Revenue Recognition | Revenue Recognition The Company recognizes income when the service is provided or when product is delivered. We present revenue, net of customer incentives. Most of our income is generated from professional services and site development fees. We provide online marketing services that we purchase from third parties. The gross revenue presented in our statement of operations includes digital advertising revenue. We also offer professional services such as development services. The fees for development services with multiple deliverables constitute a separate unit of accounting in accordance with ASC 606, which are recognized as the work is performed. Upfront fees for development services or other customer services are deferred until certain implementation or contractual milestones have been achieved. If we have performed work for our clients, but have not invoiced clients for that work, then we record the value of the work on the balance sheet as costs in excess of billings. The terms of services contracts generally are for periods of less than one year. The deferred revenue and customer deposits as of September 30, 2022, and December 31, 2021 were $788,064 and $491,635, respectively. The costs in excess of billings as of September 30, 2022 and December 31, 2021 was $22,940 and $27,779, respectively. We always strive to satisfy our customers by providing superior quality and service. Since we typically bill based on a Time and Materials basis, there are no returns for work delivered. When discrepancies or disagreements arise, we do our best to reconcile them by assessing the situation on a case-by-case basis and determining if any discounts can be given. Historically, we have not granted any significant discounts. Included in revenue are costs that are reimbursed by our clients, including third party services, such as photographers and stylists, furniture, supplies, and the largest component, digital advertising. We have determined, based on our review of ASC 606-10-55-39, that the amounts classified as reimbursable costs should be recorded as gross revenue, due to the following factors: ● The Company is primarily in control of the inputs of the project and responsible for the completion of the client contract; ● We have discretion in establishing price; and ● We have discretion in supplier selection. |
2. SUMMARY OF SIGNIFICANT ACC_8
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Research and Development (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Policies | |
Research and Development | Research and Development |
2. SUMMARY OF SIGNIFICANT ACC_9
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Advertising Costs (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Policies | |
Advertising Costs | Advertising Costs |
2. SUMMARY OF SIGNIFICANT AC_10
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Fair value of financial instruments (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Policies | |
Fair value of financial instruments | Fair value of financial instruments ASC Topic 820 established a nine-tier fair value hierarchy which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1measurements) and the lowest priority to unobservable inputs (level 3 measurements). These tiers include: · Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; · Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and · Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. |
2. SUMMARY OF SIGNIFICANT AC_11
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Impairment of Long-Lived Assets (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Policies | |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable. To determine recoverability of a long-lived asset, management evaluates whether the estimated future undiscounted net cash flows from the asset are less than its carrying amount. If impairment is indicated, the long-lived asset would be written down to fair value. Fair value is determined by an evaluation of available price information at which assets could be bought or sold, including quoted market prices, if available, or the present value of the estimated future cash flows based on reasonable and supportable assumptions. |
2. SUMMARY OF SIGNIFICANT AC_12
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Indefinite Lived Intangibles and Goodwill Assets (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Policies | |
Indefinite Lived Intangibles and Goodwill Assets | Indefinite Lived Intangibles and Goodwill Assets The Company accounts for business combinations under the acquisition method of accounting in accordance with ASC 805, “Business Combinations,” where the total purchase price is allocated to the tangible and identified intangible assets acquired and liabilities assumed based on their estimated fair values. Significant estimates in valuing certain intangible assets include, but are not limited to, future expected cash flows from acquired customer lists, acquired technology, and trade names from a market participant perspective, useful lives and discount rates. Management’s estimates of fair value are based upon assumptions we believe to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. The purchase price is allocated using the information currently available, and may be adjusted, up to one year from acquisition date, after obtaining more information regarding, among other things, asset valuations, liabilities assumed and revisions to preliminary estimates. The purchase price in excess of the fair value of the tangible and identified intangible assets acquired less liabilities assumed is recognized as goodwill. The Company tests for indefinite lived intangibles and goodwill impairment in the fourth quarter of each year and whenever events or circumstances indicate that the carrying amount of the asset exceeds its fair value and may not be recoverable. The impairment test conducted by the Company includes a two-step approach to determine whether it is more likely than not that impairment exists. If it is determined, after step one, that it is not more likely than not, that impairment exists, then no further analysis is conducted. The steps are as follows: 1. Based on the totality of qualitative factors, determine whether the carrying amount of the intangible asset may not be recoverable. Qualitative factors and key assumptions reviewed include the following: ● Increases in costs, such as labor, materials or other costs that could negatively affect future cash flows. The Company assumed that costs associated with labor, materials, and other costs should be consistent with fair market levels. If the costs were materially higher than fair market levels, then such costs may adversely affect the future cash flows of the Company or reporting units. ● Financial performance, such as negative or declining cash flows, or reductions in revenue may adversely affect recoverability of the recorded value of the intangible assets. During our analysis, the Company assumes that revenues should remain relatively consistent or show gradual growth month-to-month and quarter-to-quarter. If revenue declines, instead of increases or flat levels, then such condition may adversely affect the future cash flows of the Company or reporting units. ● Legal, regulatory, contractual, political, business or other factors that could affect future cash flows. During our analysis, the Company assumes that the legal, regulatory, political or business conditions should remain consistent, without placing material pressure on the Company or any of its reporting units. If such conditions were to become materially different than what has been experienced historically, then such conditions may adversely affect the future cash flows of the Company or reporting units. ● Entity-specific events such as losses of management, key personnel, or customers, may adversely affect future cash flows. During our analysis, the Company assumes that members of management, key personnel, and customers will remain consistent period-over-period. If not effectively replaced, the loss of members of management and key employees could adversely affect operations, culture, morale and overall success of the company. In addition, if material revenue from key customers is lost and not replaced, then future cash flows will be adversely affected. ● Industry or market considerations, such as competition, changes in the market, changes in customer dependence on our service offerings, or obsolescence could adversely affect the Company or its reporting units. We understand that the markets we serve are constantly changing, requiring us to change with them. During our analysis, we assume that we will address new opportunities in service offering and industries served. If we do not make such changes, then we may experience declines in revenue and cash flow, making it difficult to re-capture market share. ● Macroeconomic conditions such as deterioration in general economic conditions or limitations on accessing capital could adversely affect the Company. During our analysis, we acknowledge that macroeconomic factors, such as the economy, may affect our business plan because our customers may reduce budgets for our services. If there are material worsening in economic conditions, which lead to reductions in revenue then such conditions may adversely affect the Company. 2. Compare the carrying amount of the intangible asset to the fair value. 3. If the carrying amount is greater than the fair value, then the carrying amount is reduced to reflect fair value. Goodwill and Intangible assets are comprised of the following, presented as net of amortization: September 30, 2022 AiAdvertising Total Domain name 20,202 20,202 Total $ 20,202 $ 20,202 December 31, 2021 AiAdvertising Total Domain name 20,202 20,202 Total $ 20,202 $ 20,202 |
2. SUMMARY OF SIGNIFICANT AC_13
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Business Combinations (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Policies | |
Business Combinations | Business Combinations The acquisition of subsidiaries is accounted for using the purchase method. The cost of the acquisition is measured at the aggregate of the fair value, at the acquisition date, of assets received, liabilities incurred or assumed, and equity instruments issued by the Company in exchange for control of the acquiree. Any costs directly attributable to the business combination are expensed in the period incurred. The acquiree’s identifiable assets and liabilities are recognized at their fair values at the acquisition date. Goodwill arising on acquisition is recognized as an asset and initially measured at cost, being the excess of the cost of the business combination over the Company’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities recognized. |
2. SUMMARY OF SIGNIFICANT AC_14
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Concentrations of Business and Credit Risk (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Policies | |
Concentrations of Business and Credit Risk | Concentrations of Business and Credit Risk |
2. SUMMARY OF SIGNIFICANT AC_15
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Stock-Based Compensation (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Policies | |
Stock-Based Compensation | Stock-Based Compensation Stock-based compensation expense recognized during the period is based on the value of the portion of stock-based payment awards that is ultimately expected to vest. Stock-based compensation expense recognized in the consolidated statement of operations during the nine months ended September 30, 2022, included compensation expense for the stock-based payment awards granted prior to, but not yet vested, as of September 30, 2022 based on the grant date fair value estimated. Stock-based compensation expense recognized in the consolidated statement of operations for the nine months ended September 30, 2022 is based on awards ultimately expected to vest or has been reduced for estimated forfeitures. Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The stock-based compensation expense recognized in the consolidated statements of operations during the nine months ended September 30, 2022 and 2021 were $1,392,744 and $728,270, respectively. |
2. SUMMARY OF SIGNIFICANT AC_16
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Basic and Diluted Net Income (Loss) per Share Calculations (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Policies | |
Basic and Diluted Net Income (Loss) per Share Calculations | Basic and Diluted Net Income (Loss) per Share Calculations Income (Loss) per Share dictates the calculation of basic earnings per share and diluted earnings per share. Basic earnings per share are computed by dividing income available to common shareholders by the weighted-average number of common shares available. Diluted earnings per share is computed similar to basic earnings per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. The shares for employee options, warrants and convertible notes were used in the calculation of the income per share. For the nine months ended September 30, 2022, the Company has excluded 168,756,669 shares of common stock underlying options, 18,025 Series B Preferred shares convertible into 450,625,000 shares of common stock, 14,425 Series C Preferred shares convertible into 144,250,000 shares of common stock, 86,021 Series D Preferred shares convertible into 215,052,500 shares of common stock, 10,000 Series E Preferred shares convertible into 20,000,000 shares of common stock, 2,597 Series G Preferred shares convertible into 136,684,211 shares of common stock and 162,703,869 shares of common stock underlying warrants, because their impact on the loss per share is anti-dilutive. During the nine months ended September 30, 2022, the above mentioned shares are included in the calculation for diluted earnings per share, resulting in 1,298,072,249 shares being added to the weighted average common and common equivalent shares outstanding. For the nine months ended September 30, 2021, the Company has excluded 212,799,631 shares of common stock underlying options, 18,025 Series B Preferred shares convertible into 450,625,000 shares of common stock, 14,425 Series C Preferred shares convertible into 144,250,000 shares of common stock, 86,021 Series D Preferred shares convertible into 215,052,500 shares of common stock, 10,000 Series E Preferred shares convertible into 20,000,000 shares of common stock, 2,597 Series G Preferred shares convertible into 136,684,211 shares of common stock and 183,132,441 shares of common stock underlying warrants, because their impact on the loss per share is anti-dilutive. During the nine months ended September 30, 2021, the above mentioned shares are included in the calculation for diluted earnings per share, resulting in 1,362,543,783 shares being added to the weighted average common and common equivalent shares outstanding. Dilutive per share amounts are computed using the weighted-average number of common shares outstanding and potentially dilutive securities, using the treasury stock method if their effect would be dilutive. |
2. SUMMARY OF SIGNIFICANT AC_17
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Recently Adopted Accounting Pronouncements (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Policies | |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements The Company does not elect to delay complying with any new or revised accounting standards, but to apply all standards required of public companies, according to those required application dates. Management reviewed accounting pronouncements issued during the quarter ended September 30, 2022, and no pronouncements were adopted during the period. In January 2017, the FASB issued 2017-04, Intangibles - Goodwill and Other |
2. SUMMARY OF SIGNIFICANT AC_18
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Recently Issued Accounting Pronouncements Not Yet Adopted (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Policies | |
Recently Issued Accounting Pronouncements Not Yet Adopted | Recently Issued Accounting Pronouncements Not Yet Adopted In June 2016, the FASB issued Accounting Standards Update No. 2016-13 (ASU 2016-13) "Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments" which requires the measurement and recognition of expected credit losses for financial assets held at amortized cost. ASU 2016-13 replaces the existing incurred loss impairment model with an expected loss methodology, which will result in more timely recognition of credit losses. ASU 2016-13 is effective for annual reporting periods, and interim periods within those years, beginning after December 15, 2022. We are currently in the process of evaluating the impact of the adoption of ASU 2016-13 on our consolidated financial statements. In August 2020, the FASB issued Accounting Standards Update (ASU) 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40). The intention of ASU 2020-06 update is to address the complexity of accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts in an entity’s own equity. Under ASU 2020-06, the number of accounting models for convertible notes will be reduced and entities that issue convertible debt will be required to use the if-converted method for computing diluted Earnings Per Share. ASU 2020-06 is effective for fiscal years and interim periods beginning after December 15, 2021 and may be adopted through either a modified or fully retrospective transition. Early adoption is permitted. The Company is currently evaluating the impact of this ASU on its consolidated financial statements and related disclosures. |
2. SUMMARY OF SIGNIFICANT AC_19
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Discontinued Operations (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Policies | |
Discontinued Operations | Discontinued Operations On June 11, 2021, the Company entered into and closed an asset purchase agreement (the “Asset Purchase Agreement”) with Liquid Web, LLC (“Buyer”) under which the Company sold the web hosting and maintenance revenue stream (the “Asset Sale”) to the Buyer for a Purchase Price of $251,966 which included the “Indemnity Holdback” amount of $25,197. The Buyer agreed to pay the Company the “Indemnity Holdback” amount within 45 days following the six-month anniversary of the closing date (June 11, 2021) in accordance with the Asset Purchase Agreement. As of September 30, 2022 the “Indemnity Holdback” amount was paid by the Buyer and is recorded as a Gain on Sale of Discontinued Operations in our statement of operations. The Company did not classify any assets or liabilities specific to the Purchased Assets. Therefore, the purchase price from the Purchased Assets is recorded as a Gain on Sale of Discontinued Operations in our statement of operations for the year ended December 31, 2021. As a result of the Company entering into the Asset Purchase Agreement, the Company’s web hosting revenue stream has been characterized as discontinued operations in its financial statements as disclosed within the disaggregated revenue schedule in footnote 3. Pursuant to the Asset Purchase Agreement, the Company agreed to continue to maintain, support, and deliver on all customer services during the transition period of 90 days following the closing date. The Company agreed to continue to invoice the hosting customers in the ordinary course of business. Any payments received from the customers, on or after the closing date are the property of Liquid Web. The Company agreed to remit the payment for collected revenue less taxes collected and net of hosting expenses to the Buyer no later than the 15 th The following table summarizes the results of operations for the three months ended September 30, 2022 and 2021. Three months ended September 30, 2022 (unaudited) Three months ended September 30, 2021 (unaudited) Third Parties Related Parties Total Third Parties Related Parties Total Hosting Revenue - - - $ 1,598 - $ 1,598 Cost of Sales - - - (321) - (321) Net Income from Discontinued Operations $ - $ - $ - $ 1,919 $ - $ 1,919 The following table summarizes the results of operations for the nine months ended September 30, 2022 and 2021. Nine months ended September 30, 2022 (unaudited) Nine months ended September 30, 2021 (unaudited) Third Parties Related Parties Total Third Parties Related Parties Total Hosting Revenue - - - $ 129,934 - $ 129,934 Cost of Sales - - - 56,320 - 56,320 Net Income from Discontinued Operations $ - $ - $ - $ 73,614 $ - $ 73,614 |
2. SUMMARY OF SIGNIFICANT AC_20
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Income Taxes (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Policies | |
Income Taxes | Income Taxes The Company uses the asset and liability method of accounting for income taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to financial statements carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry-forwards. The measurement of deferred tax assets and liabilities is based on provisions of applicable tax law. The measurement of deferred tax assets is reduced, if necessary, by a valuation allowance based on the amount of tax benefits that, based on available evidence, the Company does not expect to realize. For the nine months ended September 30, 2022, we used the federal tax rate of 21% in our determination of the deferred tax assets and liabilities balances. For the nine months ended September 30, 2022 Current tax provision: Federal Taxable income $ - Total current tax provision $ - Deferred tax provision: Federal Loss carryforwards $ 5,105,441 Change in valuation allowance (5,105,441) Total deferred tax provision $ - |
2. SUMMARY OF SIGNIFICANT AC_21
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Property and Equipment: Schedule of Property and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Tables/Schedules | |
Schedule of Property and Equipment | Property and equipment are stated at cost, and are depreciated or amortized using the straight-line method over the following estimated useful lives: Furniture, fixtures & equipment 7 Years Computer equipment 5 Years Commerce server 5 Years Computer software 3 - 5 Years Leasehold improvements Length of the lease |
2. SUMMARY OF SIGNIFICANT AC_22
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Indefinite Lived Intangibles and Goodwill Assets: Schedule of Intangible Assets and Goodwill (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Tables/Schedules | |
Schedule of Intangible Assets and Goodwill | Goodwill and Intangible assets are comprised of the following, presented as net of amortization: September 30, 2022 AiAdvertising Total Domain name 20,202 20,202 Total $ 20,202 $ 20,202 December 31, 2021 AiAdvertising Total Domain name 20,202 20,202 Total $ 20,202 $ 20,202 |
2. SUMMARY OF SIGNIFICANT AC_23
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Discontinued Operations: Disposal Groups, Including Discontinued Operations, Disclosure (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Tables/Schedules | |
Disposal Groups, Including Discontinued Operations, Disclosure | The following table summarizes the results of operations for the three months ended September 30, 2022 and 2021. Three months ended September 30, 2022 (unaudited) Three months ended September 30, 2021 (unaudited) Third Parties Related Parties Total Third Parties Related Parties Total Hosting Revenue - - - $ 1,598 - $ 1,598 Cost of Sales - - - (321) - (321) Net Income from Discontinued Operations $ - $ - $ - $ 1,919 $ - $ 1,919 The following table summarizes the results of operations for the nine months ended September 30, 2022 and 2021. Nine months ended September 30, 2022 (unaudited) Nine months ended September 30, 2021 (unaudited) Third Parties Related Parties Total Third Parties Related Parties Total Hosting Revenue - - - $ 129,934 - $ 129,934 Cost of Sales - - - 56,320 - 56,320 Net Income from Discontinued Operations $ - $ - $ - $ 73,614 $ - $ 73,614 |
2. SUMMARY OF SIGNIFICANT AC_24
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Income Taxes: Schedule of Deferred Tax Assets and Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Tables/Schedules | |
Schedule of Deferred Tax Assets and Liabilities | For the nine months ended September 30, 2022, we used the federal tax rate of 21% in our determination of the deferred tax assets and liabilities balances. For the nine months ended September 30, 2022 Current tax provision: Federal Taxable income $ - Total current tax provision $ - Deferred tax provision: Federal Loss carryforwards $ 5,105,441 Change in valuation allowance (5,105,441) Total deferred tax provision $ - |
5. INTANGIBLE ASSETS_ Schedule
5. INTANGIBLE ASSETS: Schedule of Finite-Lived Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Tables/Schedules | |
Schedule of Finite-Lived Intangible Assets | The Company’s intangible assets consist of the following: September 30, 2022 December 31, 2021 Gross Accumulated Amortization Net Gross Accumulated Amortization Net Domain name 20,202 - 20,202 20,202 - 20,202 Total $ 20,202 $ - $ 20,202 $ 20,202 $ - $ 20,202 |
11. STOCK OPTIONS AND WARRANTS_
11. STOCK OPTIONS AND WARRANTS: Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Tables/Schedules | |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | The fair value of options granted during the nine months ending September 30, 2022 and 2021, were determined using the Black Scholes method with the following assumptions: Nine months ended September 30, 2022 Nine months ended September 30, 2021 Risk free interest rate 1.29% 0.40% Stock volatility factor 229% 337% Weighted average expected option life 3 years 5 years Expected dividend yield 0% 0% |
11. STOCK OPTIONS AND WARRANT_2
11. STOCK OPTIONS AND WARRANTS: Share-based Payment Arrangement, Option, Activity (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Tables/Schedules | |
Share-based Payment Arrangement, Option, Activity | A summary of the Company’s stock option activity and related information follows: Nine months ended Nine months ended September 30, 2022 September 30, 2021 Options Weighted average exercise price Options Weighted average exercise price Outstanding - beginning of year 768,233,332 $ 0.0052 429,675,799 $ 0.0052 Granted 122,500,000 0.0068 373,000,000 0.0068 Exercised (4,000,000) 0.0019 (12,442,467) 0.0070 Forfeited (7,000,000) 0.0127 (21,000,000) 0.0021 Outstanding - end of year 879,733,332 $ 0.0092 769,233,332 $ 0.0060 Exercisable at the end of year 625,831,962 $ 0.0070 366,175,798 $ 0.0067 Weighted average fair value of options granted during the year $ 2,495,600 $ 2,580,600 |
11. STOCK OPTIONS AND WARRANT_3
11. STOCK OPTIONS AND WARRANTS: Share-based Payment Arrangement, Option, Exercise Price Range (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Tables/Schedules | |
Share-based Payment Arrangement, Option, Exercise Price Range | The weighted average remaining contractual life of options outstanding, as of September 30, 2022 was as follows: Exercise prices Number of options outstanding Weighted Average remaining contractual life (years) $ 0.0150 35,000,000 0.00 $ 0.0131 60,000,000 0.00 $ 0.0130 15,000,000 0.00 $ 0.0068 367,000,000 0.00 $ 0.0053 10,000,000 0.00 $ 0.0019 253,233,332 2.30 $ 0.0018 17,000,000 2.67 $ 0.0295 122,500,000 2.34 879,733,332 |
11. STOCK OPTIONS AND WARRANT_4
11. STOCK OPTIONS AND WARRANTS: Schedule of Share-based Payment Award, Employee Stock Purchase Plan, Valuation Assumptions (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Tables/Schedules | |
Schedule of Share-based Payment Award, Employee Stock Purchase Plan, Valuation Assumptions | The fair value of warrants issued during the nine months ended September 30, 2022 and 2021, were determined using the Black Scholes method with the following assumptions: Nine months ended September 30, 2022 Nine months ended September 30, 2021 Risk free interest rate 0% 0.40% Stock volatility factor 0% 337% Weighted average expected warrant life 0 years 5 years Expected dividend yield 0% 0% |
11. STOCK OPTIONS AND WARRANT_5
11. STOCK OPTIONS AND WARRANTS: Schedule of Company's Warrant Activity and Related Information (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Tables/Schedules | |
Schedule of Company's Warrant Activity and Related Information | A summary of the Company’s warrant activity and related information follows: Nine months ended Nine months ended September 30, 2022 September 30, 2021 Warrants Weighted average exercise price Warrants Weighted average exercise price Outstanding - beginning of period 162,703,869 $ 0.007 20,912,852 $ 0.007 Issued - - 240,000,001 0.037 Exercised - - (77,780,412) 0.007 Forfeited - - - - Outstanding - end of period 162,703,869 $ 0.048 183,132,441 $ 0.047 Exercisable at the end of period 162,703,869 $ 0.048 183,132,441 $ 0.047 Weighted average fair value of warrants granted during the period $ 7,792,900 $ 8,720,357 |
14. COMMITMENTS AND CONTINGEN_2
14. COMMITMENTS AND CONTINGENCIES: Schedule of Net Book Value of Finance Lease (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Tables/Schedules | |
Schedule of Net Book Value of Finance Lease | The following is a schedule of the net book value of the finance lease. Assets September 30, 2022 December 31, 2021 Leased equipment under finance lease, $ 100,097 $ 100,097 less accumulated amortization (100,097) (100,097) Net $ - $ - |
14. COMMITMENTS AND CONTINGEN_3
14. COMMITMENTS AND CONTINGENCIES: Schedule of Lease, Cost (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Tables/Schedules | |
Schedule of Lease, Cost | Below is a reconciliation of leases to the financial statements. ROU Operating Leases Finance Leases Leased asset balance $ 182,467 $ - Liability balance 182,467 - Cash flow (non-cash) - - Interest expense $ - $ - |
14. COMMITMENTS AND CONTINGEN_4
14. COMMITMENTS AND CONTINGENCIES: Schedule of Future Minimum Lease Payments for Operating and Finance Leases (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Tables/Schedules | |
Schedule of Future Minimum Lease Payments for Operating and Finance Leases | The following is a schedule, by years, of future minimum lease payments required under the operating and finance leases. Years Ending December 31, ROU Operating Leases Finance Leases (For the three months remaining) 11,000 - 2023 44,833 - 2024 46,833 - 2025 48,333 - 2026 50,833 - 2027 30,335 - Thereafter - - Total $ 232,667 $ - Less imputed interest (50,200) - Total liability $ 182,467 $ - |
14. COMMITMENTS AND CONTINGEN_5
14. COMMITMENTS AND CONTINGENCIES: Schedule of Other Information Related to Leases (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Tables/Schedules | |
Schedule of Other Information Related to Leases | Other information related to leases is as follows: Lease Type Weighted Average Remaining Term Weighted Average Discount Rate (1) Operating Leases 58 months 10% Finance Leases 0 months 10% (1) |
1. BASIS OF PRESENTATION (Detai
1. BASIS OF PRESENTATION (Details) | Sep. 30, 2022 USD ($) |
Details | |
Working capital deficit | $ 1,431,950 |
2. SUMMARY OF SIGNIFICANT AC_25
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Accounts Receivable (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Details | ||
Accounts Receivable, Allowance for Credit Loss | $ 5,619 | $ 4,469 |
2. SUMMARY OF SIGNIFICANT AC_26
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Cash and Cash Equivalents (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Details | ||
Cash | $ 194,576 | $ 3,431,455 |
Cash, FDIC Insured Amount | $ 250,000 |
2. SUMMARY OF SIGNIFICANT AC_27
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Property and Equipment: Schedule of Property and Equipment (Details) | 9 Months Ended |
Sep. 30, 2022 | |
Furniture, fixtures & equipment | |
Property, Plant and Equipment, Useful Life | 7 years |
Computer equipment | |
Property, Plant and Equipment, Useful Life | 5 years |
Commerce server | |
Property, Plant and Equipment, Useful Life | 5 years |
Computer software | Minimum | |
Property, Plant and Equipment, Useful Life | 3 years |
Computer software | Maximum | |
Property, Plant and Equipment, Useful Life | 5 years |
Leasehold improvements | |
Property, Plant, and Equipment, Additional Disclosures | Length of the lease |
2. SUMMARY OF SIGNIFICANT AC_28
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Property and Equipment (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Details | ||
Depreciation | $ 27,847 | $ 31,653 |
2. SUMMARY OF SIGNIFICANT AC_29
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Revenue Recognition (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Details | ||
Deferred revenue and customer deposit | $ 788,064 | $ 491,635 |
Costs in excess of billings | $ 22,940 | $ 27,779 |
2. SUMMARY OF SIGNIFICANT AC_30
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Research and Development (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Details | ||
Research and Development Expense | $ 588,705 | $ 0 |
2. SUMMARY OF SIGNIFICANT AC_31
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Advertising Costs (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Details | ||
Advertising Expense | $ 159,775 | $ 89,162 |
2. SUMMARY OF SIGNIFICANT AC_32
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Indefinite Lived Intangibles and Goodwill Assets: Schedule of Intangible Assets and Goodwill (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Parent Company | Domain Name | ||
Goodwill and other intangible assets, net | $ 20,202 | $ 20,202 |
Parent Company | ||
Goodwill and other intangible assets, net | 20,202 | 20,202 |
Domain Name | ||
Goodwill and other intangible assets, net | 20,202 | 20,202 |
Goodwill and other intangible assets, net | $ 20,202 | $ 20,202 |
2. SUMMARY OF SIGNIFICANT AC_33
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Concentrations of Business and Credit Risk (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Details | ||
Cash | $ 194,576 | $ 3,431,455 |
Cash, FDIC Insured Amount | $ 250,000 |
2. SUMMARY OF SIGNIFICANT AC_34
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Stock-Based Compensation (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Details | ||
Non-cash compensation expense | $ 1,392,744 | $ 728,270 |
2. SUMMARY OF SIGNIFICANT AC_35
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Basic and Diluted Net Income (Loss) per Share Calculations (Details) - shares | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Stock Options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 168,756,669 | 212,799,631 |
Series B Preferred Stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 18,025 | 18,025 |
Series B Preferred Stock | Common Stock | ||
Common shares issuable upon conversion of preferred shares | 450,625,000 | 450,625,000 |
Series C Preferred Stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 14,425 | 14,425 |
Series C Preferred Stock | Common Stock | ||
Common shares issuable upon conversion of preferred shares | 144,250,000 | 144,250,000 |
Series D Preferred Stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 86,021 | 86,021 |
Series D Preferred Stock | Common Stock | ||
Common shares issuable upon conversion of preferred shares | 215,052,500 | 215,052,500 |
Series E Preferred Stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 10,000 | 10,000 |
Series E Preferred Stock | Common Stock | ||
Common shares issuable upon conversion of preferred shares | 20,000,000 | 20,000,000 |
Series G Preferred Stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 2,597 | 2,597 |
Series G Preferred Stock | Common Stock | ||
Common shares issuable upon conversion of preferred shares | 136,684,211 | 136,684,211 |
Convertible Notes | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 162,703,869 | 183,132,441 |
Weighted Average Common Equivalent Shares Outstanding | 1,298,072,249 | 1,362,543,783 |
2. SUMMARY OF SIGNIFICANT AC_36
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Discontinued Operations (Details) - Asset Purchase Agreement | Jun. 11, 2021 USD ($) |
Asset Purchase Price | $ 251,966 |
Indemnity Hold Back | $ 25,197 |
2. SUMMARY OF SIGNIFICANT AC_37
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Discontinued Operations: Disposal Groups, Including Discontinued Operations, Disclosure (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Third Parties | ||||
Disposal Group, Including Discontinued Operation, Revenue | $ 0 | $ 1,598 | $ 0 | $ 129,934 |
Cost of Sales | 0 | (321) | 0 | 56,320 |
Income (Loss) from Discontinued Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest | 0 | 1,919 | 0 | 73,614 |
Related Parties | ||||
Disposal Group, Including Discontinued Operation, Revenue | 0 | 0 | 0 | 0 |
Cost of Sales | 0 | 0 | 0 | 0 |
Income (Loss) from Discontinued Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest | 0 | 0 | 0 | 0 |
Total | ||||
Disposal Group, Including Discontinued Operation, Revenue | 0 | 1,598 | 0 | 129,934 |
Cost of Sales | 0 | (321) | 0 | 56,320 |
Income (Loss) from Discontinued Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest | $ 0 | $ 1,919 | $ 0 | $ 73,614 |
2. SUMMARY OF SIGNIFICANT AC_38
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Income Taxes: Schedule of Deferred Tax Assets and Liabilities (Details) | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Federal | |
Taxable income | $ 0 |
Total current tax provision | 0 |
Federal | |
Loss carryforwards | 5,105,441 |
Change in valuation allowance | (5,105,441) |
Total deferred tax provision | $ 0 |
3. REVENUE RECOGNITION (Details
3. REVENUE RECOGNITION (Details) - USD ($) | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Deferred revenue and customer deposit | $ 788,064 | $ 491,635 | |
Reimbursable Costs | |||
Revenue from Contract with Customer, Including Assessed Tax | $ 1,193,205 | $ 2,607,297 |
3. REVENUE RECOGNITION_ Schedul
3. REVENUE RECOGNITION: Schedule of Revenue by Major Customers by Reporting Segments (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Third Parties | Design | ||||
REVENUE | $ 1,110,185 | $ 1,547,936 | ||
Third Parties | Development | ||||
REVENUE | 33,869 | 214,743 | ||
Third Parties | Digital Advertising | ||||
REVENUE | 3,062,541 | 3,514,597 | ||
Third Parties | Platform License | ||||
REVENUE | 462,149 | 50,372 | ||
Third Parties | ||||
REVENUE | 4,668,744 | 5,327,648 | ||
Related Parties | Design | ||||
REVENUE | 0 | 0 | ||
Related Parties | Development | ||||
REVENUE | 0 | 0 | ||
Related Parties | Digital Advertising | ||||
REVENUE | 0 | 0 | ||
Related Parties | Platform License | ||||
REVENUE | 0 | 0 | ||
Related Parties | ||||
REVENUE | 0 | 0 | ||
Design | ||||
REVENUE | 1,110,185 | 1,547,936 | ||
Development | ||||
REVENUE | 33,869 | 214,743 | ||
Digital Advertising | ||||
REVENUE | 3,062,541 | 3,514,597 | ||
Platform License | ||||
REVENUE | 462,149 | 50,372 | ||
REVENUE | $ 1,850,456 | $ 1,779,848 | $ 4,668,744 | $ 5,327,648 |
4. LIQUIDITY AND OPERATIONS (De
4. LIQUIDITY AND OPERATIONS (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Details | ||
Net loss | $ 6,639,169 | $ 6,497,573 |
NET CASH PROVIDED BY OPERATING ACTIVITIES - discontinued operations | 0 | 73,614 |
NET CASH (USED IN) OPERATING ACTIVITIES | $ (4,179,026) | $ (3,324,136) |
5. INTANGIBLE ASSETS (Details)
5. INTANGIBLE ASSETS (Details) - USD ($) | 9 Months Ended | |||||
Sep. 30, 2015 | Sep. 22, 2015 | Jun. 26, 2015 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Gross | $ 20,202 | $ 20,202 | ||||
Amortization of Intangible Assets | 0 | $ 517 | ||||
Goodwill and other intangible assets, net | 20,202 | 20,202 | ||||
Parent Company | ||||||
Goodwill and other intangible assets, net | 20,202 | 20,202 | ||||
Parent Company | Domain Name | Private Party | ||||||
Indefinite-Lived Intangible Assets Acquired | $ 20,000 | |||||
Finite-Lived Intangible Assets, Cost Incurred to Renew or Extend | 202 | |||||
Intangible Assets, Gross (Excluding Goodwill) | $ 20,202 | |||||
Parent Company | Trademarks | Private Party | ||||||
Finite-Lived Intangible Assets Acquired | $ 10,000 | |||||
Gross | $ 10,000 | |||||
Finite-Lived Intangible Assets, Intent or Ability to Renew or Extend Arrangement | The trademark expired in 2021 and the Company submitted a renewal application for an additional 10 years. | |||||
Finite-Lived Intangible Asset, Useful Life | 174 years | |||||
Amortization of Intangible Assets | $ 0 | $ 517 | ||||
Goodwill and other intangible assets, net | $ 0 |
5. INTANGIBLE ASSETS_ Schedul_2
5. INTANGIBLE ASSETS: Schedule of Finite-Lived Intangible Assets (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Domain name and trademark | ||
Gross | $ 20,202 | $ 20,202 |
Accumulated Amortization | 0 | 0 |
Goodwill and other intangible assets, net | 20,202 | 20,202 |
Gross | 20,202 | 20,202 |
Accumulated Amortization | 0 | 0 |
Goodwill and other intangible assets, net | $ 20,202 | $ 20,202 |
7. CONVERTIBLE NOTES PAYABLE (D
7. CONVERTIBLE NOTES PAYABLE (Details) - USD ($) | 9 Months Ended | 12 Months Ended | |||||
Jan. 13, 2021 | Jun. 23, 2020 | Apr. 20, 2018 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2019 | Dec. 31, 2018 | |
Amortization of Debt Discount | $ 0 | $ 274,992 | |||||
Convertible Promissory Note - The April 20, 2018 Note | Related Party | |||||||
Note Date | Apr. 20, 2018 | ||||||
Debt Instrument, Face Amount | $ 200,000 | ||||||
Proceeds from Notes Payable | $ 200,000 | ||||||
Debt Instrument, Convertible, Terms of Conversion Feature | The terms of the April 2018 Note, as amended, allowed the lender, a related party, to convert all or part of the outstanding balance plus accrued interest, at any time after the effective date, at a conversion price of $0.01 per share. | During the year ended December 31, 2019, we determined that the conversion feature of the April 2018 Note was considered a derivative in accordance with current accounting guidelines because of the reset conversion features of the April 2018 Note. | During the year ended December 31, 2018, we determined that the April 2018 Note offered a conversion price which was lower than the market price, and therefore included a beneficial conversion feature. | ||||
Debt Instrument, Convertible, Conversion Price | $ 0.01 | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 5% | ||||||
Debt Instrument, Maturity Date | Apr. 20, 2021 | ||||||
Amortization of Debt Discount | $ 60,274 | $ 139,726 | |||||
Principal Portion Of Convertible Note Converted | $ 161,106 | $ 38,894 | |||||
Accrued Interest | $ 22,025 | $ 4,236 | |||||
Shares | 18,313,074 | 4,313,014 | |||||
Convertible Notes Payable, Current | $ 0 |
8. NOTES PAYABLE_ Related Party
8. NOTES PAYABLE: Related Party Notes Payable (Details) - USD ($) | 9 Months Ended | ||||||||||||||||
Nov. 29, 2021 | Mar. 04, 2021 | Feb. 17, 2021 | Jan. 28, 2021 | Jan. 03, 2018 | Dec. 19, 2017 | Nov. 27, 2017 | Nov. 15, 2017 | Oct. 27, 2017 | Oct. 11, 2017 | Sep. 28, 2017 | Aug. 28, 2017 | Aug. 15, 2017 | Aug. 03, 2017 | Sep. 30, 2022 | Apr. 13, 2022 | Dec. 31, 2021 | |
Notes Payable, Related Parties, Current | $ 0 | $ 0 | |||||||||||||||
Common Stock | |||||||||||||||||
Shares Issued, Price Per Share | $ 0.0173 | ||||||||||||||||
Related Party | Promissory Note #1 | |||||||||||||||||
Note Date | Aug. 03, 2017 | ||||||||||||||||
Debt Instrument, Face Amount | $ 25,000 | ||||||||||||||||
Proceeds from Related Party Debt | $ 25,000 | ||||||||||||||||
Debt Instrument, Description | The August 3, 2017 Note bore interest at a rate of 5% per year and was payable upon demand, but in no event later than 36 months from the effective date. | ||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 5% | ||||||||||||||||
Notes Payable, Related Parties, Current | 0 | ||||||||||||||||
Related Party | Promissory Note #2 | |||||||||||||||||
Note Date | Aug. 15, 2017 | ||||||||||||||||
Debt Instrument, Face Amount | $ 34,000 | ||||||||||||||||
Proceeds from Related Party Debt | $ 34,000 | ||||||||||||||||
Debt Instrument, Description | The August 15, 2017 Note bore interest at a rate of 5% per year and was payable upon demand, but in no event later than 36 months from the effective date. | ||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 5% | ||||||||||||||||
Notes Payable, Related Parties, Current | 0 | ||||||||||||||||
Related Party | Promissory Note #3 | |||||||||||||||||
Note Date | Aug. 28, 2017 | ||||||||||||||||
Debt Instrument, Face Amount | $ 92,000 | ||||||||||||||||
Proceeds from Related Party Debt | $ 92,000 | ||||||||||||||||
Debt Instrument, Description | The August 28, 2017 Note bore interest at a rate of 5% per year and was payable upon demand, but in no event later than 36 months from the effective date. | ||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 5% | ||||||||||||||||
Notes Payable, Related Parties, Current | 0 | ||||||||||||||||
Related Party | Promissory Note #4 | |||||||||||||||||
Note Date | Sep. 28, 2017 | ||||||||||||||||
Debt Instrument, Face Amount | $ 63,600 | ||||||||||||||||
Proceeds from Related Party Debt | $ 63,600 | ||||||||||||||||
Debt Instrument, Description | The September 28, 2017 Note bore interest at a rate of 5% per year and was payable upon demand, but in no event later than 36 months from the effective date. | ||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 5% | ||||||||||||||||
Notes Payable, Related Parties, Current | 0 | ||||||||||||||||
Related Party | Promissory Note #5 | |||||||||||||||||
Note Date | Oct. 11, 2017 | ||||||||||||||||
Debt Instrument, Face Amount | $ 103,500 | ||||||||||||||||
Proceeds from Related Party Debt | $ 103,500 | ||||||||||||||||
Debt Instrument, Description | The October 11, 2017 Note bore interest at a rate of 5% per year and was payable upon demand, but in no event later than 36 months from the effective date. | ||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 5% | ||||||||||||||||
Notes Payable, Related Parties, Current | 0 | ||||||||||||||||
Related Party | Promissory Note #6 | |||||||||||||||||
Note Date | Oct. 27, 2017 | ||||||||||||||||
Debt Instrument, Face Amount | $ 106,000 | ||||||||||||||||
Proceeds from Related Party Debt | $ 106,000 | ||||||||||||||||
Debt Instrument, Description | The October 27, 2017 Note bore interest at a rate of 5% per year and was payable upon demand, but in no event later than 36 months from the effective date. | ||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 5% | ||||||||||||||||
Notes Payable, Related Parties, Current | 0 | ||||||||||||||||
Related Party | Promissory Note #7 | |||||||||||||||||
Note Date | Nov. 15, 2017 | ||||||||||||||||
Debt Instrument, Face Amount | $ 62,000 | ||||||||||||||||
Proceeds from Related Party Debt | $ 62,000 | ||||||||||||||||
Debt Instrument, Description | The November 27, 2017 Note bore interest at a rate of 5% per year and was payable upon demand, but in no event later than 36 months from the effective date. | The November 15, 2017 Note bore interest at a rate of 5% per year and was payable upon demand, but in no event later than 36 months from the effective date. | |||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 5% | 5% | |||||||||||||||
Notes Payable, Related Parties, Current | 0 | ||||||||||||||||
Related Party | Promissory Note #8 | |||||||||||||||||
Note Date | Nov. 27, 2017 | ||||||||||||||||
Debt Instrument, Face Amount | $ 106,000 | ||||||||||||||||
Proceeds from Related Party Debt | $ 106,000 | ||||||||||||||||
Notes Payable, Related Parties, Current | 0 | ||||||||||||||||
Related Party | Promissory Note #9 | |||||||||||||||||
Note Date | Dec. 19, 2017 | ||||||||||||||||
Debt Instrument, Face Amount | $ 42,000 | ||||||||||||||||
Proceeds from Related Party Debt | $ 42,000 | ||||||||||||||||
Debt Instrument, Description | The December 19, 2017 Note bore interest at a rate of 5% per year and was payable upon demand, but in no event later than 36 months from the effective date. | ||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 5% | ||||||||||||||||
Notes Payable, Related Parties, Current | 0 | ||||||||||||||||
Related Party | Promissory Note #10 | |||||||||||||||||
Note Date | Jan. 03, 2018 | ||||||||||||||||
Debt Instrument, Face Amount | $ 49,000 | ||||||||||||||||
Proceeds from Related Party Debt | $ 49,000 | ||||||||||||||||
Debt Instrument, Description | The January 3, 2018 Note bore interest at a rate of 5% per year and was payable upon demand, but in no event later than 36 months from the effective date. | ||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 5% | ||||||||||||||||
Notes Payable, Related Parties, Current | $ 0 | ||||||||||||||||
Bountiful Capital, LLC - A Company Related To Greg Boden, CFO Of The Company | |||||||||||||||||
Nature of Common Ownership or Management Control Relationships | Our former Chief Financial Officer is also the President of Bountiful Capital, LLC | ||||||||||||||||
Bountiful Capital, LLC - A Company Related To Greg Boden, CFO Of The Company | Unsecured Promissory Note - The January 28, 2021 Note | |||||||||||||||||
Note Date | Jan. 28, 2021 | ||||||||||||||||
Debt Instrument, Face Amount | $ 840,000 | ||||||||||||||||
Proceeds from Related Party Debt | $ 840,000 | ||||||||||||||||
Debt Instrument, Description | The note bore interest at a rate of 5% per year and was not convertible into shares of common stock of the Company. | ||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 5% | ||||||||||||||||
Nature of Common Ownership or Management Control Relationships | The investor is a related party. The then-chief financial officer of the Company, Greg Boden, is also the president of Bountiful Capital, LLC. | ||||||||||||||||
Debt Instrument, Maturity Date | Jan. 28, 2022 | ||||||||||||||||
Repayments of Related Party Debt | $ 840,000 | ||||||||||||||||
Bountiful Capital, LLC - A Company Related To Greg Boden, CFO Of The Company | Unsecured Promissory Note - The February 17, 2021 Refinance Note | |||||||||||||||||
Note Date | Feb. 17, 2021 | ||||||||||||||||
Debt Instrument, Face Amount | $ 683,100 | ||||||||||||||||
Proceeds from Related Party Debt | $ 683,100 | ||||||||||||||||
Debt Instrument, Description | The February 17, 2021 Refinance Note bore interest of 5% per year and was not convertible into shares of common stock of the Company. Principal and interest under the note were due and payable upon maturity on August 31, 2021, and a prepayment of the note was permitted. | ||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 5% | ||||||||||||||||
Notes Payable, Related Parties, Current | $ 817,781 | ||||||||||||||||
Debt Instrument, Maturity Date | Aug. 31, 2021 | ||||||||||||||||
Repayments of Related Party Debt | $ 428,652 | ||||||||||||||||
Interest Payable, Current | $ 113,626 | $ 134,680 | |||||||||||||||
Interest Expense | $ 2,820,000 | ||||||||||||||||
Extinguishment of Debt, Amount | 683,100 | ||||||||||||||||
Extinguishment of accrued interest on debt | $ 140,295 | ||||||||||||||||
Bountiful Capital, LLC - A Company Related To Greg Boden, CFO Of The Company | Unsecured Promissory Note - The February 17, 2021 Refinance Note | Common Stock | |||||||||||||||||
Stock Issued During Period, Shares, Other | 26,316,264 | 25,000,000 | |||||||||||||||
Shares Issued, Price Per Share | $ 0.1128 |
8. NOTES PAYABLE_ Third Party N
8. NOTES PAYABLE: Third Party Notes Payable (Details) - USD ($) | 9 Months Ended | |||||||||
Jun. 30, 2022 | Dec. 17, 2021 | Aug. 03, 2021 | Mar. 23, 2021 | Feb. 04, 2021 | Dec. 10, 2020 | Oct. 21, 2020 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Amortization of Debt Discount | $ 0 | $ 274,992 | ||||||||
Third Party | Promissory Note #14 | ||||||||||
Note Date | Oct. 21, 2020 | |||||||||
Debt Instrument, Face Amount | $ 600,000 | |||||||||
Proceeds from Notes Payable | $ 548,250 | |||||||||
Debt Instrument, Interest Rate Terms | The October 2020 Note bore interest at a rate of 12% per year, with 12 months of interest guaranteed. | |||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12% | |||||||||
Stock issuances to lenders, shares | 32,232,333 | |||||||||
Debt Instrument, Unamortized Discount | $ 299,761 | |||||||||
Repayments of Notes Payable | $ 672,000 | |||||||||
Amortization of Debt Discount | 242,274 | |||||||||
Notes Payable, Current | 0 | |||||||||
Third Party | Promissory Note #15 | ||||||||||
Note Date | Dec. 10, 2020 | |||||||||
Debt Instrument, Face Amount | $ 150,000 | |||||||||
Proceeds from Notes Payable | $ 130,875 | |||||||||
Debt Instrument, Interest Rate Terms | The December 2020 Note bore interest at a rate of 12% per year, with 12 months of interest guaranteed. | |||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12% | |||||||||
Stock issuances to lenders, shares | 5,769,230 | |||||||||
Debt Instrument, Unamortized Discount | $ 34,615 | |||||||||
Repayments of Notes Payable | 152,614 | |||||||||
Amortization of Debt Discount | $ 32,718 | |||||||||
Notes Payable, Current | $ 0 | |||||||||
Third Party | Promissory Note #16 | ||||||||||
Proceeds from Notes Payable | $ 780,680 | |||||||||
Debt Instrument, Interest Rate, Stated Percentage | 1% | |||||||||
Notes Payable, Current | $ 0 | |||||||||
Debt Instrument, Term | 5 years | |||||||||
Debt Instrument, Payment Terms | could have been prepaid at any time without payment of any premium. No payments of principal or interest were due during the six-month period beginning on the date of the Note (the “Deferral Period”) | |||||||||
Debt Instrument, Description | On August 3, 2021 we were notified by the bank that the PPP2 Loan was still due and that the March 23, 2021 notification of forgiveness was sent in error | On March 23, 2021, the company was notified by a representative of Cache Valley Bank that the PPP2 loan was forgiven in full, in the amount of $780,680 | The principal and accrued interest under the note was forgivable after eight weeks if the Company used the PPP2 Loan proceeds for eligible purposes, including payroll, benefits, rent and utilities, and otherwise complied with PPP2 requirements | |||||||
Debt Instrument, Decrease, Forgiveness | $ 787,554 | |||||||||
Interest portion of debt forgiven | $ 6,874 |
10. CAPITAL STOCK (Details)
10. CAPITAL STOCK (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | 24 Months Ended | |||||||||||||
Aug. 22, 2022 | Jul. 28, 2022 | Apr. 13, 2022 | Mar. 28, 2022 | Dec. 31, 2021 | Sep. 29, 2021 | Mar. 31, 2021 | Mar. 18, 2021 | Mar. 05, 2021 | Feb. 23, 2021 | Feb. 06, 2020 | Sep. 30, 2022 | Jun. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Feb. 06, 2022 | |
Common Stock, Shares Authorized | 2,000,000,000 | 10,000,000,000 | 10,000,000,000 | 2,000,000,000 | |||||||||||||
Common Stock Shares Authorized | 10,000,000,000 | ||||||||||||||||
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||||
Preferred Stock, Shares Authorized | 5,000,000 | 5,000,000 | 5,000,000 | 5,000,000 | |||||||||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||||
Payments of Dividends | $ 0 | $ 408,805 | |||||||||||||||
Proceeds of issuance of common stock, net | 940,159 | 8,558,350 | |||||||||||||||
Stock Issuance in exchange for services | $ 120,000 | $ 3,374 | |||||||||||||||
Securities Purchase Agreement | |||||||||||||||||
Sale of Stock, Description of Transaction | On March 5, 2021, we entered into an amendment with the purchaser for the registered direct offering to reduce the exercise price of the warrants from $0.07 to $0.0454 per share of common stock. On the date of the amendment the closing price of the common stock was $0.0454 therefore no discount was offered or recorded. We also issued an additional 28,571,429 warrants to the purchaser. The Company also issued 10,714,286 warrants (at an exercise price of $0.0875) to the designees of the placement agent in connection with this transaction. After transaction costs, the Company received net proceeds of $8,558,350, which is being used for operations. | On February 23, 2021, the Company closed a registered direct offering pursuant to which the Company issued and sold 85,000,000 shares of common stock, 57,857,143 prefunded warrants to purchase shares of common stock (at an exercise price of $0.001), and 142,857,143 warrants to purchase shares of common stock for gross proceeds of $10,000,000 ($8,500,493 net of which was received February 23, 2021 and $57,857 was received upon exercise of the prefunded warrants) | |||||||||||||||
Proceeds from Issuance or Sale of Equity | $ 10,000,000 | ||||||||||||||||
Sale of Stock, Consideration Received on Transaction | $ 8,558,350 | ||||||||||||||||
Securities Purchase Agreement | Pre-Funded Warrants | |||||||||||||||||
Stock Issued During Period, Shares, New Issues | 57,857,143 | ||||||||||||||||
Exercise prices | $ 0.001 | ||||||||||||||||
Proceeds from Issuance or Sale of Equity | $ 57,857 | ||||||||||||||||
Securities Purchase Agreement | Common Warrants | |||||||||||||||||
Stock Issued During Period, Shares, New Issues | 142,857,143 | ||||||||||||||||
Exercise prices | $ 0.0454 | $ 0.07 | |||||||||||||||
Securities Purchase Agreement | Warrant | |||||||||||||||||
Stock Issued During Period, Shares, New Issues | 10,714,286 | ||||||||||||||||
Exercise prices | $ 0.0875 | ||||||||||||||||
Investor | Purchase Agreement Dated March 28, 2022 Member | |||||||||||||||||
Agreement Description | Company entered into an amendment to the Company’s purchase agreement, dated March 28, 2022 (the “Purchase Agreement”) with the investor. As previously disclosed, the Purchase Agreement provides that, subject to the conditions and limitations set forth therein, the Company may sell to the investor, at its discretion, up to $10,000,000 of shares of the Company’s common stock. Under the amendment, the “Purchase Price” under the Purchase Agreement is no longer subject to a floor and is defined as the lower of (a) 90% of the lowest traded price during the Valuation Period (as defined under the Purchase Agreement) or (b) the closing price for the Company’s common stock on the trading day preceding the date of the purchase notice provided under the Purchase Agreement. | the Company entered into a purchase agreement with an accredited investor to purchase up to $10,000,000 of shares (“Purchase Shares”) of the Company’s common stock. The Company has the right, in its sole discretion, subject to the conditions and limitations in the Purchase Agreement, to direct the investor, by delivery of a purchase notice from time to time (a “Purchase Notice”) to purchase (each, a “Purchase”) over the one-year term of the Purchase Agreement, a minimum of $10,000 and up to a maximum of the lower of: (1) one hundred percent (100%) of the average daily trading dollar volume of the Company’s common stock during the ten trading days preceding the Purchase Date; or (2) one million dollars ($1,000,000), provided that the parties may agree to waive such limitations. The aggregate value of Purchase Shares sold to the investor may not exceed $10,000,000. Each Purchase Notice will set forth the Purchase Price and number of Purchase Shares in accordance with the terms of the Purchase Agreement. The number of Purchase Shares the Company issue under each Purchase will be equal to 112.5% of the Purchase Amount sold under such Purchase, divided by the Purchase Price per share (as defined under the Purchase Agreement). The Purchase Price was defined as the lower of (a) 90% of the lowest volume weighted average price during the Valuation Period; or (b) the closing price for the Company’s common stock on the trading day preceding the date of the Purchase Notice. The Purchase Price was subject to a floor of $0.01 per share, at or below which the Company could not deliver a Purchase Notice. The Valuation Period is the ten consecutive business days immediately preceding, but not including the date a Purchase Notice is delivered | |||||||||||||||
Common Stock | |||||||||||||||||
Stock Issued During Period, Shares, Issued for Services | 195,086 | ||||||||||||||||
Stock Issued For Independent Consultant | 97,543 | ||||||||||||||||
Shares Issued, Price Per Share | $ 0.0173 | ||||||||||||||||
Stock Issued During Period, Value, Issued for Services | $ 3,374 | ||||||||||||||||
Stock Issuance in exchange for services | $ 14,814 | $ 195 | |||||||||||||||
Stock Issuance in exchange for services | 14,814,814 | 195,086 | |||||||||||||||
Common Stock | ConsultingAgreementDatedAugustFourTwentyTwentyTwo | |||||||||||||||||
Share Price | $ 0.0081 | ||||||||||||||||
Stock Issuance in exchange for services | $ 120,000 | ||||||||||||||||
Stock Issuance in exchange for services | 14,814,814 | ||||||||||||||||
CashCompensation | $ 10,000 | $ 14,814,814 | $ 0 | ||||||||||||||
Common Stock | Securities Purchase Agreement | |||||||||||||||||
Stock Issued During Period, Shares, New Issues | 85,000,000 | ||||||||||||||||
Proceeds from Issuance or Sale of Equity | $ (8,500,493) | ||||||||||||||||
Share Price | $ 0.0454 | ||||||||||||||||
Common Stock | Investor | Purchase Agreement Dated March 28, 2022 Member | |||||||||||||||||
Stock Issued During Period, Shares, Other | 89,415,574 | ||||||||||||||||
Proceeds of issuance of common stock, net | $ 980,205 | ||||||||||||||||
Series A Preferred Stock | |||||||||||||||||
Preferred Stock, Shares Authorized | 10,000 | 10,000 | |||||||||||||||
Preferred Stock, Convertible, Terms | 10,000 | ||||||||||||||||
Preferred Stock, Dividend Payment Terms | The holders of outstanding shares of Series A Preferred Stock are entitled to receive dividends, payable quarterly, out of any assets of the Company legally available therefor, at the rate of $8 per share annually, payable in preference and priority to any payment of any dividend on the common stock. | ||||||||||||||||
Preferred Stock, Dividend Rate, Per-Dollar-Amount | $ 8 | ||||||||||||||||
Payments of Dividends | $ 0 | $ 148,705 | |||||||||||||||
Conversion of Stock, Shares Converted | 10,000 | 10,000 | |||||||||||||||
Preferred Stock, Amount of Preferred Dividends in Arrears | $ 0 | $ 0 | |||||||||||||||
Series A Preferred Stock | Common Stock | |||||||||||||||||
Convertible Preferred Stock, Shares Issued upon Conversion | 100,000,000 | 100,000,000 | 100,000,000 | ||||||||||||||
Series B Preferred Stock | |||||||||||||||||
Preferred Stock, Shares Authorized | 25,000 | 25,000 | 25,000 | 25,000 | |||||||||||||
Preferred Stock, Par or Stated Value Per Share | $ 100 | $ 100 | |||||||||||||||
Preferred Stock, Convertible, Terms | $0.004 | ||||||||||||||||
Preferred Stock, Voting Rights | The Series B Preferred Stock does not have voting rights except as required by law and with respect to certain protective provisions set forth in the Certificate of Designation of Series B Preferred Stock. | ||||||||||||||||
Preferred Stock, Shares Outstanding | 18,025 | 18,025 | 18,025 | 18,025 | |||||||||||||
Series C Preferred Stock | |||||||||||||||||
Preferred Stock, Shares Authorized | 25,000 | 25,000 | 25,000 | 25,000 | |||||||||||||
Preferred Stock, Par or Stated Value Per Share | $ 100 | $ 100 | |||||||||||||||
Preferred Stock, Convertible, Terms | The Series C Preferred Stock is convertible into shares of the Company's common stock in the amount determined by dividing the stated value by a conversion price of $0.01 per share. | ||||||||||||||||
Preferred Stock, Voting Rights | The Series C Preferred Stock does not have voting rights except as required by law and with respect to certain protective provisions set forth in the Certificate of Designation of Series C Preferred Stock. | ||||||||||||||||
Preferred Stock, Shares Outstanding | 14,425 | 14,425 | 14,425 | 14,425 | |||||||||||||
Series D Preferred Stock | |||||||||||||||||
Preferred Stock, Shares Authorized | 90,000 | 90,000 | 90,000 | 90,000 | |||||||||||||
Preferred Stock, Par or Stated Value Per Share | $ 100 | $ 100 | |||||||||||||||
Preferred Stock, Convertible, Terms | The Series D Preferred Stock is convertible into common stock at a ratio of 2,500 shares of common stock per share of preferred stock | ||||||||||||||||
Preferred Stock, Dividend Payment Terms | pays a quarterly dividend, calculated as (1/90,000) x (5% of the Adjusted Gross Revenue) of the Company’s subsidiary Parscale Digital. Adjusted Gross Revenue means the top line gross revenue of Parscale Digital, as calculated under GAAP (generally accepted accounting principles) less any reselling revenue attributed to third party advertising products or service, such as, but not limited to, search engine keyword campaign fees, social media campaign fees, radio or television advertising fees, and the like. | ||||||||||||||||
Payments of Dividends | $ 0 | $ 257,609 | |||||||||||||||
Conversion of Stock, Shares Converted | 3,979 | 3,979 | |||||||||||||||
Preferred Stock, Amount of Preferred Dividends in Arrears | $ 0 | ||||||||||||||||
Preferred Stock, Voting Rights | The Series D Preferred Stock does not have voting rights except as required by law and with respect to certain protective provisions set forth in the Certificate of Designation of Series D Preferred Stock. | ||||||||||||||||
Preferred Stock, Shares Outstanding | 90,000 | 86,021 | 86,021 | 90,000 | |||||||||||||
Shares held | 90,000 | ||||||||||||||||
Series D Preferred Stock | Common Stock | |||||||||||||||||
Convertible Preferred Stock, Shares Issued upon Conversion | 9,947,500 | 9,947,500 | 9,947,500 | ||||||||||||||
Series E Preferred Stock | |||||||||||||||||
Preferred Stock, Shares Authorized | 10,000 | 10,000 | 10,000 | 10,000 | |||||||||||||
Preferred Stock, Par or Stated Value Per Share | $ 100 | $ 100 | |||||||||||||||
Preferred Stock, Convertible, Terms | The Series E Preferred Stock is convertible into shares of the Company's common stock in an amount determined by dividing the stated value by a conversion price of $0.05 per share. | ||||||||||||||||
Preferred Stock, Voting Rights | The Series E Preferred Stock does not have voting rights except as required by law and with respect to certain protective provisions set forth in the Certificate of Designation of Series E Preferred Stock. | ||||||||||||||||
Preferred Stock, Shares Outstanding | 10,000 | 10,000 | 10,000 | 10,000 | |||||||||||||
Series F Preferred Stock | |||||||||||||||||
Preferred Stock, Shares Authorized | 800,000 | 800,000 | 800,000 | 800,000 | |||||||||||||
Preferred Stock, Par or Stated Value Per Share | $ 25 | $ 25 | |||||||||||||||
Preferred Stock, Convertible, Terms | The Series F Preferred Stock is not convertible into common stock. | ||||||||||||||||
Preferred Stock, Dividend Payment Terms | The holders of outstanding shares of Series F Preferred Stock are entitled to receive dividends, at the annual rate of 10%, payable monthly, payable in preference and priority to any payment of any dividend on the Company’s common stock. | ||||||||||||||||
Payments of Dividends | $ 2,491 | ||||||||||||||||
Preferred Stock, Amount of Preferred Dividends in Arrears | $ 0 | ||||||||||||||||
Preferred Stock, Voting Rights | The Series F Preferred Stock does not have voting rights, except as required by law and with respect to certain protective provisions set forth in the Certificate of Designation. | ||||||||||||||||
Preferred Stock, Shares Outstanding | 2,413 | 0 | 0 | 2,413 | |||||||||||||
Preferred Stock, Redemption Terms | To the extent it may lawfully do so, the Company may, in its sole discretion, after the first anniversary of the original issuance date of the Series F Preferred Stock, redeem any or all of the then outstanding shares of Series F Preferred Stock at a redemption price of $25 per share plus any accrued but unpaid dividends. | ||||||||||||||||
Payments for Repurchase of Redeemable Preferred Stock | $ 62,246 | ||||||||||||||||
Stated value included in payments for repurchase of redeemable preferred stock | 61,325 | ||||||||||||||||
Dividends included in payments for repurchase of redeemable preferred stock | $ 921 | ||||||||||||||||
Series G Preferred Stock | |||||||||||||||||
Preferred Stock, Shares Authorized | 2,600 | 2,600 | 2,600 | 2,600 | 2,600 | ||||||||||||
Preferred Stock, Par or Stated Value Per Share | $ 100 | ||||||||||||||||
Preferred Stock, Convertible, Terms | The Series G Preferred Stock is convertible into shares of the Company's common stock in an amount determined by dividing the stated value by a conversion price of $0.0019 per share. | ||||||||||||||||
Preferred Stock, Voting Rights | The Series G Preferred Stock does not have voting rights except as required by law and with respect to certain protective provisions set forth in the Certificate of Designation of Series G Preferred Stock. | ||||||||||||||||
Preferred Stock, Shares Outstanding | 2,597 | 2,597 | 2,597 | 2,597 | |||||||||||||
Series H Preferred Stock | |||||||||||||||||
Preferred Stock, Shares Authorized | 1,000 | ||||||||||||||||
Preferred Stock, Convertible, Terms | The Series H Preferred Stock is not convertible into shares of the Company's common stock | ||||||||||||||||
Preferred Stock, Voting Rights | entitles the holder to 51% of the voting power of the Company’s shareholders, as set forth in the Certificate of Designation. | ||||||||||||||||
Series H Preferred Stock | Chief Executive Officer - Andrew Van Noy | |||||||||||||||||
Preferred Stock, Convertible, Terms | The Series H Preferred Stock was not convertible into shares of the Company's common stock | ||||||||||||||||
Preferred Stock, Voting Rights | entitles the holder to 51% of the voting power of the Company’s shareholders, as set forth in the Certificate of Designation | ||||||||||||||||
Preferred Stock, Shares Outstanding | 0 | 0 | 0 | 0 | |||||||||||||
Preferred Stock, Redemption Terms | The 1,000 shares of Series H Preferred stock provided for automatic redemption by the Company at the par value of $0.001 per share on the sooner of: 1) sixty days (60) from the effective date of the Certificate of Designation, 2) on the date Andrew Van Noy ceases to serve as an officer, director or consultant of the Company, or 3) on the date that the Company’s shares of common stock first trade on any national securities exchange. | The 1,000 shares of Series H Preferred stock provided for automatic redemption by the Company at the par value of $0.001 per share on the sooner of: 1) sixty days (60) from the effective date of the Certificate of Designation, 2) on the date Andrew Van Noy ceases to serve as an officer, director or consultant of the Company, or 3) on the date that the Company’s shares of common stock first trade on any national securities exchange. | |||||||||||||||
Stock Issued During Period, Shares, Issued for Services | 1,000 | ||||||||||||||||
Stock Issued During Period, Shares, New Issues | 1,000 |
11. STOCK OPTIONS AND WARRANT_6
11. STOCK OPTIONS AND WARRANTS: Stock Options (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||||||||
Feb. 01, 2022 | Aug. 18, 2021 | Jan. 05, 2021 | Jun. 02, 2020 | Jan. 17, 2020 | Sep. 30, 2018 | Sep. 18, 2017 | Aug. 01, 2017 | Sep. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Jan. 03, 2018 | |
Weighted average exercise price | |||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Intrinsic Value | $ 1,059,187 | $ 5,256,720 | $ 1,059,187 | $ 5,256,720 | |||||||||||||||
Non-cash compensation expense | $ 1,392,744 | $ 728,270 | |||||||||||||||||
Common Stock | |||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercises in Period | 333,334 | 1,750,688 | 5,302,984 | 3,528,955 | 10,582,627 | ||||||||||||||
Weighted average exercise price | |||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercises in Period | (333,334) | (1,750,688) | (5,302,984) | (3,528,955) | (10,582,627) | ||||||||||||||
Non-Qualified Stock Options | Key Employee | |||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Authorized | 10,000,000 | ||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ 0.01 | ||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period | 36 months | ||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Expiration Date | Aug. 01, 2022 | ||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Policy for Issuing Shares upon Exercise | These options may be exercised on a cashless basis, resulting in no cash payment to the company upon exercise. If the optionee exercises on a cashless basis, then the above water value (difference between the option price and the fair market price at the time of exercise) is used to purchase shares of common stock. Under this method, the number of shares of common stock issued will be less than the number of options exercised. | ||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercises in Period | 3,324,201 | 6,675,799 | |||||||||||||||||
Weighted average exercise price | |||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercises in Period | (3,324,201) | (6,675,799) | |||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ 0.01 | ||||||||||||||||||
Non-Qualified Stock Options | Key Employee | Common Stock | |||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercises in Period | 1,233,509 | 5,439,540 | |||||||||||||||||
Weighted average exercise price | |||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercises in Period | (1,233,509) | (5,439,540) | |||||||||||||||||
Non-Qualified Stock Options | Three Key Employees | |||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Authorized | 1,800,000 | ||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ 0.05 | ||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period | 36 months | ||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Expiration Date | Sep. 18, 2022 | ||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Policy for Issuing Shares upon Exercise | These options were exercisable on a cashless basis | ||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Forfeitures in Period | 600,000 | 1,200,000 | |||||||||||||||||
Weighted average exercise price | |||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Forfeitures in Period | (600,000) | (1,200,000) | |||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ 0.05 | ||||||||||||||||||
Non-Qualified Stock Options | Key Employee | |||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Authorized | 20,000,000 | ||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ 0.04 | ||||||||||||||||||
Non-Qualified Stock Options | Ten Key Employees And Three Directors | |||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Authorized | 283,000,000 | ||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ 0.0019 | ||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period | 36 months | ||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Expiration Date | Jan. 17, 2025 | ||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Policy for Issuing Shares upon Exercise | These options were exercisable on a cashless basis, any time after January 17, 2021 | ||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercises in Period | 1,000,000 | 3,766,668 | |||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Forfeitures in Period | 2,000,000 | 20,000,000 | |||||||||||||||||
Weighted average exercise price | |||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercises in Period | (1,000,000) | (3,766,668) | |||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Forfeitures in Period | (2,000,000) | (20,000,000) | |||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ 0.0019 | ||||||||||||||||||
Non-Qualified Stock Options | Ten Key Employees And Three Directors | Common Stock | |||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercises in Period | 912,442 | 3,366,714 | |||||||||||||||||
Weighted average exercise price | |||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercises in Period | (912,442) | (3,366,714) | |||||||||||||||||
Non-Qualified Stock Options | Director | |||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Authorized | 17,000,000 | ||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ 0.0018 | ||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period | 36 months | ||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Expiration Date | Jun. 02, 2025 | ||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Policy for Issuing Shares upon Exercise | These options are exercisable on a cashless basis, any time after June 2, 2021 | ||||||||||||||||||
Weighted average exercise price | |||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ 0.0018 | ||||||||||||||||||
Non-Qualified Stock Options | Six Key Employees And Three Directors | |||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Authorized | 368,000,000 | ||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ 0.0068 | ||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period | 36 months | ||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Policy for Issuing Shares upon Exercise | These options were exercisable on a cashless basis, any time after January 5, 2022 | ||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Forfeitures in Period | 1,000,000 | ||||||||||||||||||
Weighted average exercise price | |||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Forfeitures in Period | (1,000,000) | ||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ 0.0068 | ||||||||||||||||||
Non-Qualified Stock Options | Key Employee | |||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Authorized | 5,000,000 | ||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ 0.0017 | ||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period | 36 months | ||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Expiration Date | Aug. 18, 2026 | ||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Policy for Issuing Shares upon Exercise | These options are exercisable on a cashless basis, any time after August 18, 2022 | ||||||||||||||||||
Weighted average exercise price | |||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ 0.0017 | ||||||||||||||||||
Non-Qualified Stock Options | Five Board Members | |||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Authorized | 122,500,000 | ||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ 0.0295 | ||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period | 36 months | ||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Expiration Date | Feb. 01, 2025 | ||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Policy for Issuing Shares upon Exercise | These options are exercisable on a cashless basis, anytime after March 1, 2022 | ||||||||||||||||||
Weighted average exercise price | |||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ 0.0295 | ||||||||||||||||||
Stock Options | Exercise Price $0.0150 | |||||||||||||||||||
Weighted average exercise price | |||||||||||||||||||
Number of options outstanding | 35,000,000 | 35,000,000 | |||||||||||||||||
Weighted Average remaining contractual life (years) | 0 years | ||||||||||||||||||
Exercise prices | $ 0.0150 | $ 0.0150 | |||||||||||||||||
Stock Options | Exercise Price $0.0131 | |||||||||||||||||||
Weighted average exercise price | |||||||||||||||||||
Number of options outstanding | 60,000,000 | 60,000,000 | |||||||||||||||||
Weighted Average remaining contractual life (years) | 0 years | ||||||||||||||||||
Exercise prices | $ 0.0131 | $ 0.0131 | |||||||||||||||||
Stock Options | Exercise Price $0.0130 | |||||||||||||||||||
Weighted average exercise price | |||||||||||||||||||
Number of options outstanding | 15,000,000 | 15,000,000 | |||||||||||||||||
Weighted Average remaining contractual life (years) | 0 years | ||||||||||||||||||
Exercise prices | $ 0.0130 | $ 0.0130 | |||||||||||||||||
Stock Options | Exercise Price $0.0068 | |||||||||||||||||||
Weighted average exercise price | |||||||||||||||||||
Number of options outstanding | 367,000,000 | 367,000,000 | |||||||||||||||||
Weighted Average remaining contractual life (years) | 0 years | ||||||||||||||||||
Exercise prices | $ 0.0068 | $ 0.0068 | |||||||||||||||||
Stock Options | Exercise Price $0.0053 | |||||||||||||||||||
Weighted average exercise price | |||||||||||||||||||
Number of options outstanding | 10,000,000 | 10,000,000 | |||||||||||||||||
Weighted Average remaining contractual life (years) | 0 years | ||||||||||||||||||
Exercise prices | $ 0.0053 | $ 0.0053 | |||||||||||||||||
Stock Options | Exercise Price $0.0019 | |||||||||||||||||||
Weighted average exercise price | |||||||||||||||||||
Number of options outstanding | 253,233,332 | 253,233,332 | |||||||||||||||||
Weighted Average remaining contractual life (years) | 2 years 3 months 18 days | ||||||||||||||||||
Exercise prices | $ 0.0019 | $ 0.0019 | |||||||||||||||||
Stock Options | Exercise Price $0.0018 | |||||||||||||||||||
Weighted average exercise price | |||||||||||||||||||
Number of options outstanding | 17,000,000 | 17,000,000 | |||||||||||||||||
Weighted Average remaining contractual life (years) | 2 years 8 months 1 day | ||||||||||||||||||
Exercise prices | $ 0.0018 | $ 0.0018 | |||||||||||||||||
Stock Options | Exercise Price $0.0295 | |||||||||||||||||||
Weighted average exercise price | |||||||||||||||||||
Number of options outstanding | 122,500,000 | 122,500,000 | |||||||||||||||||
Weighted Average remaining contractual life (years) | 2 years 4 months 2 days | ||||||||||||||||||
Exercise prices | $ 0.0295 | $ 0.0295 | |||||||||||||||||
Stock Options | |||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ 0.0070 | $ 0.0067 | $ 0.0070 | $ 0.0067 | |||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercises in Period | 4,000,000 | 12,442,467 | |||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Forfeitures in Period | 7,000,000 | 21,000,000 | |||||||||||||||||
Risk free interest rate | 1.29% | 0.40% | |||||||||||||||||
Stock volatility factor | 229% | 337% | |||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Term | 3 years | 5 years | |||||||||||||||||
Expected dividend yield | 0% | 0% | |||||||||||||||||
Weighted average exercise price | |||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Number, Beginning Balance | 769,233,332 | 429,675,799 | 768,233,332 | 429,675,799 | 429,675,799 | ||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Exercise Price, Beginning Balance | $ 0.0060 | $ 0.0052 | $ 0.0052 | $ 0.0052 | $ 0.0052 | ||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross | 122,500,000 | 373,000,000 | |||||||||||||||||
Share-Based Compensation Arrangements by Share-Based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 0.0068 | $ 0.0068 | |||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercises in Period | (4,000,000) | (12,442,467) | |||||||||||||||||
Share-Based Compensation Arrangements by Share-Based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price | $ 0.0019 | $ 0.0070 | |||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Forfeitures in Period | (7,000,000) | (21,000,000) | |||||||||||||||||
Share-Based Compensation Arrangements by Share-Based Payment Award, Options, Forfeitures in Period, Weighted Average Exercise Price | $ 0.0127 | $ 0.0021 | |||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Number, Ending Balance | 879,733,332 | 768,233,332 | 769,233,332 | 879,733,332 | 769,233,332 | 768,233,332 | 429,675,799 | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Exercise Price, Ending Balance | $ 0.0092 | $ 0.0052 | $ 0.0060 | $ 0.0092 | $ 0.0060 | $ 0.0052 | $ 0.0052 | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Number | 625,831,962 | 366,175,798 | 625,831,962 | 366,175,798 | |||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ 0.0070 | $ 0.0067 | $ 0.0070 | $ 0.0067 | |||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 2,495,600 | $ 2,580,600 | |||||||||||||||||
Non-cash compensation expense | $ 1,392,744 | $ 728,270 | |||||||||||||||||
Number of options outstanding | 879,733,332 | 879,733,332 |
11. STOCK OPTIONS AND WARRANT_7
11. STOCK OPTIONS AND WARRANTS: Warrants (Details) - Warrant - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Outstanding, Number | 162,703,869 | 183,132,441 |
Risk free interest rate | 0% | 0.40% |
Stock volatility factor | 0% | 337% |
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Term | 0 years | 5 years |
Expected dividend yield | 0% | 0% |
Weighted average exercise price | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Outstanding, Number, Beginning Balance | 162,703,869 | 20,912,852 |
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value, Beginning Balance | $ 0.007 | $ 0.007 |
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Granted | 0 | 240,000,001 |
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 0 | $ 0.037 |
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Exercised | 0 | (77,780,412) |
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Vested in Period, Weighted Average Grant Date Fair Value | $ 0 | $ 0.007 |
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Forfeitures | 0 | 0 |
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Forfeitures, Weighted Average Grant Date Fair Value | $ 0 | $ 0 |
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Outstanding, Number, Ending Balance | 162,703,869 | 183,132,441 |
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value, Ending Balance | $ 0.048 | $ 0.047 |
Warrants exercisable, number | 162,703,869 | 183,132,441 |
Warrants exercisable, weighted average exercise price | $ 0.048 | $ 0.047 |
Weighted average fair value of warrants granted during the period | $ 7,792,900 | $ 8,720,357 |
Non-cash compensation expense | $ 0 | $ 983,571 |
12. RELATED PARTIES (Details)
12. RELATED PARTIES (Details) - USD ($) | 9 Months Ended | 24 Months Ended | |||||||||||
Apr. 13, 2022 | Nov. 29, 2021 | Sep. 29, 2021 | Mar. 31, 2021 | Mar. 18, 2021 | Mar. 04, 2021 | Feb. 17, 2021 | Feb. 06, 2020 | Jan. 17, 2020 | Sep. 30, 2022 | Sep. 30, 2021 | Feb. 06, 2022 | Dec. 31, 2021 | |
Notes Payable, Related Parties, Current | $ 0 | $ 0 | |||||||||||
Common Stock | |||||||||||||
Shares | 18,313,074 | ||||||||||||
Stock Issued During Period, Shares, Issued for Services | 195,086 | ||||||||||||
Series G Preferred Stock | |||||||||||||
Preferred Stock, Convertible, Terms | The Series G Preferred Stock is convertible into shares of the Company's common stock in an amount determined by dividing the stated value by a conversion price of $0.0019 per share. | ||||||||||||
Preferred Stock, Voting Rights | The Series G Preferred Stock does not have voting rights except as required by law and with respect to certain protective provisions set forth in the Certificate of Designation of Series G Preferred Stock. | ||||||||||||
Preferred Stock, Shares Outstanding | 2,597 | 2,597 | |||||||||||
Series H Preferred Stock | |||||||||||||
Preferred Stock, Convertible, Terms | The Series H Preferred Stock is not convertible into shares of the Company's common stock | ||||||||||||
Preferred Stock, Voting Rights | entitles the holder to 51% of the voting power of the Company’s shareholders, as set forth in the Certificate of Designation. | ||||||||||||
Bountiful Capital, LLC - A Company Related To Greg Boden, CFO Of The Company | |||||||||||||
Nature of Common Ownership or Management Control Relationships | Our former Chief Financial Officer is also the President of Bountiful Capital, LLC | ||||||||||||
Bountiful Capital, LLC - A Company Related To Greg Boden, CFO Of The Company | Unsecured Promissory Notes - The Bountiful Notes | |||||||||||||
Principal | $ 240,500 | ||||||||||||
Accrued Interest | $ 19,758 | ||||||||||||
Notes Payable, Related Parties, Current | $ 0 | $ 0 | |||||||||||
Bountiful Capital, LLC - A Company Related To Greg Boden, CFO Of The Company | Unsecured Promissory Notes - The Bountiful Notes | Series G Preferred Stock | |||||||||||||
Shares | 2,597 | ||||||||||||
Bountiful Capital, LLC - A Company Related To Greg Boden, CFO Of The Company | Unsecured Promissory Note - The February 17, 2021 Term Note | |||||||||||||
Debt Instrument, Face Amount | $ 840,000 | ||||||||||||
Proceeds from Related Party Debt | $ 840,000 | ||||||||||||
Debt Instrument, Description | The investor is a related party. The note bore interest at a rate of 5% per year and was not convertible into shares of common stock of the Company. Principal and interest under the note were due and payable upon maturity on January 28, 2022, and a prepayment of the note was permitted. | ||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 5% | ||||||||||||
Repayments of Related Party Debt | $ 840,000 | ||||||||||||
Bountiful Capital, LLC - A Company Related To Greg Boden, CFO Of The Company | Unsecured Promissory Note - The February 17, 2021 Refinance Note | |||||||||||||
Debt Instrument, Face Amount | $ 683,100 | ||||||||||||
Proceeds from Related Party Debt | $ 683,100 | ||||||||||||
Debt Instrument, Description | The February 17, 2021 Refinance Note bore interest of 5% per year and was not convertible into shares of common stock of the Company. Principal and interest under the note were due and payable upon maturity on August 31, 2021, and a prepayment of the note was permitted. | ||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 5% | ||||||||||||
Repayments of Related Party Debt | $ 428,652 | ||||||||||||
Interest Payable, Current | $ 113,626 | 134,680 | |||||||||||
Debt Instrument, Maturity Date | Aug. 31, 2021 | ||||||||||||
Interest Expense | $ 2,820,000 | ||||||||||||
Extinguishment of Debt, Amount | 683,100 | ||||||||||||
Extinguishment of accrued interest on debt | $ 140,295 | ||||||||||||
Notes Payable, Related Parties, Current | $ 817,781 | ||||||||||||
Bountiful Capital, LLC - A Company Related To Greg Boden, CFO Of The Company | Unsecured Promissory Note - The February 17, 2021 Refinance Note | Common Stock | |||||||||||||
Stock Issued During Period, Shares, Other | 26,316,264 | 25,000,000 | |||||||||||
Stock Issued During Period, Value, Other | $ 2,820,000 | ||||||||||||
Bureau, Inc - A Company Wholly Owned By Jill Giles, An Employee Of The Company | |||||||||||||
Nature of Common Ownership or Management Control Relationships | Bureau, Inc., is wholly owned by Jill Giles, an employee of the Company | ||||||||||||
Chief Executive Officer - Andrew Van Noy | Series H Preferred Stock | |||||||||||||
Stock Issued During Period, Shares, New Issues | 1,000 | ||||||||||||
Preferred Stock, Convertible, Terms | The Series H Preferred Stock was not convertible into shares of the Company's common stock | ||||||||||||
Preferred Stock, Voting Rights | entitles the holder to 51% of the voting power of the Company’s shareholders, as set forth in the Certificate of Designation | ||||||||||||
Preferred Stock, Redemption Terms | The 1,000 shares of Series H Preferred stock provided for automatic redemption by the Company at the par value of $0.001 per share on the sooner of: 1) sixty days (60) from the effective date of the Certificate of Designation, 2) on the date Andrew Van Noy ceases to serve as an officer, director or consultant of the Company, or 3) on the date that the Company’s shares of common stock first trade on any national securities exchange. | The 1,000 shares of Series H Preferred stock provided for automatic redemption by the Company at the par value of $0.001 per share on the sooner of: 1) sixty days (60) from the effective date of the Certificate of Designation, 2) on the date Andrew Van Noy ceases to serve as an officer, director or consultant of the Company, or 3) on the date that the Company’s shares of common stock first trade on any national securities exchange. | |||||||||||
Stock Issued During Period, Shares, Issued for Services | 1,000 | ||||||||||||
Preferred Stock, Shares Outstanding | 0 | 0 |
13. CONCENTRATIONS (Details)
13. CONCENTRATIONS (Details) - Customer Concentration Risk | 9 Months Ended | |||
Sep. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Revenue Benchmark | Four Major Customers | ||||
Concentration Risk, Percentage | 25% | 48% | ||
Accounts Receivable | Five Customers | ||||
Concentration Risk, Percentage | 58% | |||
Accounts Receivable | Three Customers | ||||
Concentration Risk, Percentage | 49% |
14. COMMITMENTS AND CONTINGEN_6
14. COMMITMENTS AND CONTINGENCIES (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||||
Aug. 01, 2022 | Aug. 01, 2017 | May 21, 2014 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
RIGHT-OF-USE ASSETS | $ 182,467 | $ 182,467 | $ 66,369 | |||||
Operating Lease, Liability, Noncurrent | 182,467 | $ 182,467 | ||||||
Description of Lessee Leasing Arrangements, Operating Leases | The interest rate implicit in lease contracts is typically not readily determinable. As such, the Company utilizes its incremental borrowing rate of 10%, which is the rate incurred to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment. In calculating the present value of the lease payments, the Company elected to utilize its incremental borrowing rate based on the remaining lease terms as of the January 1, 2019 adoption date | |||||||
Lessee, Operating Lease, Description | Our leases have remaining lease terms of 1 year to 3 years, some of which include options to extend the lease term for up to an undetermined number of years. | |||||||
Operating lease liability | 27,302 | $ 27,302 | 66,369 | |||||
Gain (loss) on extinguishment of debt | 0 | $ 186,803 | 0 | $ 282,418 | ||||
Accounts payable, related party | 10,817 | 10,817 | 10,817 | |||||
Operating Leases | ||||||||
RIGHT-OF-USE ASSETS | 182,467 | 182,467 | ||||||
Operating Leases | Settlement Agreement With Previous Landlord | ||||||||
Settlement agreement description | On May 21, 2014, the Company entered into a settlement agreement with the landlord of our previous location at 6500 Hollister Ave., Goleta, CA, to make monthly payments on past due rent totaling $227,052. Under the terms of the agreement, the Company will make monthly payments of $350 on a reduced balance of $40,250. Upon payment of $40,250, the Company will record a gain on extinguishment of debt of $186,802 | |||||||
Commited amount under settlement agreement | $ 40,250 | |||||||
Operating Lease, Payments | 10,500 | |||||||
Gain (loss) on extinguishment of debt | 186,802 | |||||||
Accrued Liabilities | 0 | 0 | $ 0 | |||||
Parscale Digital | Operating Leases | Irish Flats Investment | ||||||||
RIGHT-OF-USE ASSETS | 0 | 0 | ||||||
Operating lease liability | 0 | 0 | ||||||
Operating Leases, Rent Expense | $ 66,369 | 77,895 | ||||||
Parscale Digital | Operating Leases | Bureau, Inc - A Company Wholly Owned By Jill Giles, An Employee Of The Company | ||||||||
Lessee, Operating Lease, Description | On August 1, 2017, the Company signed a lease agreement with Bureau Inc., a related party, which commenced on August 1, 2017, for approximately 8,290 square feet, at 321 Sixth Street, San Antonio, TX 78215, for $9,800 per month, plus a pro rata share of the common building expenses | |||||||
Operating Leases, Rent Expense, Minimum Rentals | $ 9,800 | |||||||
Lease Expiration Date | Jul. 31, 2022 | |||||||
Lessee, Operating Lease, Option to Extend | As of September 30, 2022, the Company did not extend this lease beyond the expiration date. However, because the lease expiration was greater than twelve months, the lease liability was included on the Balance Sheet as Right-of-use lease | |||||||
Lessee, Operating Lease, Residual Value Guarantee, Description | This lease does not include a residual value guarantee, nor did we incur any material exit costs | |||||||
Parscale Digital | Finance Leases | Parscale Strategy, LLC - A Company Owned By Brad Parscale, Director Of The Company | ||||||||
Lessee, Finance Lease, Description | On August 1, 2017, Parscale Digital signed a lease agreement with Parscale Strategy, a former related party, for the use of office equipment and furniture. The lease had a term of thirty-six (36) months, at a monthly payment of $3,000, and an option to purchase all items at the end of the lease for one dollar. This lease expired on July 31, 2020 and has a remaining balance owed of $10,817, included in Related Party Accounts Payable. It is certain that the Company will exercise this purchase option | |||||||
Accounts payable, related party | 10,817 | $ 10,817 | ||||||
JJRealCo - UnrelatedParty | Operating Leases | ||||||||
RIGHT-OF-USE ASSETS | 182,467 | 182,467 | ||||||
Lessee, Operating Lease, Description | On August 1, 2022, the Company signed a lease agreement with JJ Real Co., an unrelated party, which commenced on August 1, 2022, for approximately 2,000 square feet, located at 1114 S St. Mary’s Suite 120, San Antonio, TX 78210, for $5,350 per month, includes a pro rata share of the common building expenses and each year the monthly lease payment is subject to change per the lease agreement | |||||||
Operating Leases, Rent Expense, Minimum Rentals | $ 5,350 | |||||||
Lease Expiration Date | Jul. 31, 2027 | |||||||
Operating lease liability | $ 182,467 | 182,467 | ||||||
Operating Leases, Rent Expense | $ 8,000 | $ 0 |
14. COMMITMENTS AND CONTINGEN_7
14. COMMITMENTS AND CONTINGENCIES: Schedule of Net Book Value of Finance Lease (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Assets | ||
Leased equipment under finance lease | $ 100,097 | $ 100,097 |
Less accumulated amortization | (100,097) | (100,097) |
Net | $ 0 | $ 0 |
14. COMMITMENTS AND CONTINGEN_8
14. COMMITMENTS AND CONTINGENCIES: Schedule of Lease, Cost (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | |
RIGHT-OF-USE ASSETS | $ 182,467 | $ 66,369 |
Net | 0 | $ 0 |
Operating Leases | ||
RIGHT-OF-USE ASSETS | 182,467 | |
Operating Lease, Liability | 182,467 | |
Repayments of Long-Term Capital Lease Obligations | 0 | |
Interest expense | 0 | |
Finance Leases | ||
Net | 0 | |
Finance Lease, Liability | 0 | |
Repayments of Long-Term Capital Lease Obligations | 0 | |
Interest expense | $ 0 |
14. COMMITMENTS AND CONTINGEN_9
14. COMMITMENTS AND CONTINGENCIES: Schedule of Future Minimum Lease Payments for Operating and Finance Leases (Details) | Sep. 30, 2022 USD ($) |
Operating Leases | |
2022 | $ 11,000 |
2023 | 44,833 |
2024 | 46,833 |
2025 | 48,333 |
2026 | 50,833 |
2027 | 30,335 |
Thereafter | 0 |
Total | 232,667 |
Imputed Interest | (50,200) |
Operating Lease, Liability | 182,467 |
Finance Leases | |
2023 | 0 |
2023 | 0 |
2023 | 0 |
2023 | 0 |
2023 | 0 |
2023 | 0 |
Thereafter | 0 |
Total | 0 |
Less imputed interest | 0 |
Total liability | $ 0 |
14. COMMITMENTS AND CONTINGE_10
14. COMMITMENTS AND CONTINGENCIES: Schedule of Other Information Related to Leases (Details) | Sep. 30, 2022 | |
Operating Leases | ||
Weighted Average Remaining Term | 58 months | |
Weighted Average Discount Rate | 10% | [1] |
Finance Leases | ||
Weighted Average Remaining Term | 0 months | |
Weighted Average Discount Rate | 10% | [1] |
[1]This discount rate is consistent with our borrowing rates from various lenders. |
15. SUPPLEMENTAL STATEMENT OF_2
15. SUPPLEMENTAL STATEMENT OF CASH FLOWS INFORMATION (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Decrease in operating lease ROU assets | $ 70,608 | $ 77,895 | ||||||||
Decrease in operating lease liability | 70,608 | 77,895 | ||||||||
Operating lease ROU assets and liability, net | 0 | 0 | ||||||||
Stock Issued During Period, Value, Stock Options Exercised | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 3,190 | ||
Other - RegA Investor Funds | (2,500) | (2,500) | ||||||||
Debt Conversion, Original Debt, Amount | $ 183,131 | |||||||||
Series A Preferred Stock | ||||||||||
Conversion of Stock, Shares Converted | 10,000 | 10,000 | ||||||||
Series D Preferred Stock | ||||||||||
Conversion of Stock, Shares Converted | 3,979 | 3,979 | ||||||||
Common Stock | ||||||||||
Common stock issued for stock options exercised | 912,442 | |||||||||
Value of common stock issued for stock options exercised | $ 912 | |||||||||
Stock Issued During Period, Value, Stock Options Exercised | $ 333 | $ 1,751 | $ 5,303 | 3,529 | ||||||
Stock Repurchased and Retired During Period, Shares | 2,940,759 | |||||||||
Other - RegA Investor Funds | $ 0 | $ 2,940 | ||||||||
Shares | 18,313,074 | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercises in Period | 333,334 | 1,750,688 | 5,302,984 | 3,528,955 | 10,582,627 | |||||
Warrant exercise, shares | 17,313,025 | 1,302,632 | 65,311,502 | 8,556,034 | 17,313,025 | |||||
Common Stock | Series A Preferred Stock | ||||||||||
Convertible Preferred Stock, Shares Issued upon Conversion | 100,000,000 | 100,000,000 | 100,000,000 | 100,000,000 | ||||||
Common Stock | Series D Preferred Stock | ||||||||||
Convertible Preferred Stock, Shares Issued upon Conversion | 9,947,500 | 9,947,500 | 9,947,500 | 9,947,500 | ||||||
Stock Options | ||||||||||
No of stock options exercised | 1,000,000 | 12,442,467 | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercises in Period | 4,000,000 | 12,442,467 | ||||||||
Stock Options | Common Stock | ||||||||||
No of stock options exercised | 3,000,000 | |||||||||
Common stock issued for stock options exercised | 2,278,481 | |||||||||
Value of common stock issued for stock options exercised | $ 2,278 | |||||||||
Warrant | ||||||||||
ShareBasedCompensationArrangementByShareBasedPaymentAwardOtherThanNonOptionEquityInstrumentsExercised | $ 19,923,269 | |||||||||
Operating Leases | ||||||||||
Decrease in operating lease ROU assets | 186,706 | |||||||||
Operating lease ROU assets and liability, net | $ 0 |
16. SUBSEQUENT EVENTS (Details)
16. SUBSEQUENT EVENTS (Details) - USD ($) | 9 Months Ended | ||||
Oct. 28, 2022 | Oct. 21, 2022 | Oct. 03, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | |
Proceeds of issuance of common stock, net | $ 940,159 | $ 8,558,350 | |||
Subsequent Event | |||||
No of stock options exercised | 3,000,000 | ||||
Subsequent Event | Common Stock | |||||
Stock Issued During Period, Shares, New Issues | 2,278,481 | ||||
Stock Issued During Period, Value, New Issues | $ 2,278 | ||||
Investor | Purchase Agreement Dated March 28, 2022 Member | Common Stock | |||||
Stock Issued During Period, Shares, Other | 89,415,574 | ||||
Proceeds of issuance of common stock, net | $ 980,205 | ||||
Investor | Subsequent Event | Purchase Agreement Dated March 28, 2022 Member | |||||
Subsequent Event, Date | Jul. 28, 2022 | ||||
Subsequent Event, Description | the Company submitted a purchase notice to the investor of a sale by the Company to the investor of 7,385,807 shares of common stock with a purchase price of $0.00319 per share amounting to $23,635 | ||||
Investor | Subsequent Event | Purchase Agreement Dated March 28, 2022 Member | Common Stock | |||||
Stock Issued During Period, Shares, Other | 4,609,767 | 7,385,807 | |||
Share Price | $ 0.00355 | $ 0.00319 | |||
Proceeds of issuance of common stock, net | $ 16,411 | $ 23,635 |