Document And Entity Information
Document And Entity Information | 6 Months Ended |
Jun. 30, 2022 | |
Document Information Line Items | |
Entity Registrant Name | AIADVERTISING, INC. |
Document Type | S-1 |
Amendment Flag | false |
Entity Central Index Key | 0000743758 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | false |
Entity Incorporation, State or Country Code | NV |
Entity Tax Identification Number | 30-0050402 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
CURRENT ASSETS | |||
Cash | $ 1,449,648 | $ 3,431,455 | $ 10,538 |
Accounts receivable, net | 511,000 | 497,422 | 343,359 |
Costs in excess of billings | 23,837 | 27,779 | |
Prepaid and other current Assets | 181,364 | 182,427 | 30,430 |
TOTAL CURRENT ASSETS | 2,165,849 | 4,139,083 | 384,327 |
PROPERTY & EQUIPMENT, net | 119,024 | 114,249 | 55,682 |
RIGHT-OF-USE ASSETS | 9,719 | 66,369 | 171,549 |
OTHER ASSETS | |||
Lease deposit | 5,439 | 9,800 | 9,800 |
Goodwill and other intangible assets, net | 20,202 | 20,202 | 26,582 |
TOTAL OTHER ASSETS | 25,641 | 30,002 | 36,382 |
TOTAL ASSETS | 2,320,233 | 4,349,703 | 647,940 |
CURRENT LIABILITIES | |||
Accounts payable | 1,385,316 | 791,727 | 1,575,880 |
Accounts payable, related party | 10,817 | 10,817 | 10,517 |
Accrued expenses | 65,478 | 72,158 | 648,273 |
Operating lease liability | 9,719 | 66,369 | 171,548 |
Lines of credit | 379,797 | ||
Deferred revenue and customer deposit | 710,391 | 491,635 | 841,290 |
Convertible notes and interest payable, current, net | 183,884 | ||
Notes payable | 565,008 | ||
Notes payable, related parties | 0 | 792,235 | |
TOTAL CURRENT LIABILITIES | 2,181,721 | 1,432,706 | 5,168,432 |
LONG TERM LIABILITIES | |||
Accrued expenses, long term | 195,553 | ||
TOTAL LONG TERM LIABILITIES | 195,553 | ||
TOTAL LIABILITIES | 2,181,721 | 1,432,706 | 5,363,985 |
COMMITMENTS AND CONTINGENCIES (see Note 14) | |||
SHAREHOLDERS’ EQUITY (DEFICIT) | |||
Preferred stock, value issued | |||
Common stock, value issued | 1,134,093 | 1,055,566 | 683,949 |
Additional paid in capital | 48,426,172 | 46,667,049 | 31,486,837 |
Common stock payable, consisting of 5,000,000 shares valued at $0.1128 | 564,000 | 564,000 | |
Accumulated deficit | (49,985,884) | (45,369,749) | (36,886,978) |
TOTAL SHAREHOLDERS’ EQUITY | 138,512 | 2,916,997 | (4,716,045) |
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | 2,320,233 | 4,349,703 | 647,940 |
Series B Preferred Stock | |||
SHAREHOLDERS’ EQUITY (DEFICIT) | |||
Preferred stock, value issued | 18 | 18 | |
Series B Preferred Stock | Previously Reported [Member] | |||
SHAREHOLDERS’ EQUITY (DEFICIT) | |||
Preferred stock, value issued | 18 | 18 | |
Series C Preferred Stock | |||
SHAREHOLDERS’ EQUITY (DEFICIT) | |||
Preferred stock, value issued | 14 | 14 | 14 |
Series D Preferred Stock | |||
SHAREHOLDERS’ EQUITY (DEFICIT) | |||
Preferred stock, value issued | 86 | 86 | 90 |
Series E Preferred Stock | |||
SHAREHOLDERS’ EQUITY (DEFICIT) | |||
Preferred stock, value issued | 10 | 10 | 10 |
Series F Preferred Stock | |||
SHAREHOLDERS’ EQUITY (DEFICIT) | |||
Preferred stock, value issued | 2 | ||
Series G Preferred Stock | |||
SHAREHOLDERS’ EQUITY (DEFICIT) | |||
Preferred stock, value issued | $ 3 | 3 | 3 |
Series A Preferred Stock | |||
SHAREHOLDERS’ EQUITY (DEFICIT) | |||
Preferred stock, value issued | 10 | ||
Series H Preferred Stock | |||
SHAREHOLDERS’ EQUITY (DEFICIT) | |||
Preferred stock, value issued |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Preferred stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | 5,000,000 |
Common stock par value (in Dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 10,000,000,000 | 10,000,000,000 | 2,000,000,000 |
Common stock, shares issued | 1,134,084,046 | 1,055,556,518 | 683,940,104 |
Common stock, shares outstanding | 1,134,084,046 | 1,055,556,518 | 683,940,104 |
Common stock, payable shares | 5,000,000 | 5,000,000 | 5,000,000 |
Common stock, payable per share (in Dollars per share) | $ 0.1128 | $ 0.1128 | $ 0.1128 |
Series B Preferred Stock | |||
Preferred stock, shares authorized | 25,000 | 25,000 | 25,000 |
Preferred stock, shares issued | 18,025 | 18,025 | |
Preferred stock, shares outstanding | 18,025 | 18,025 | |
Series B Preferred Stock | Previously Reported [Member] | |||
Preferred stock, shares issued | 18,025 | 18,025 | |
Preferred stock, shares outstanding | 18,025 | 18,025 | |
Series C Preferred Stock | |||
Preferred stock, shares authorized | 25,000 | 25,000 | 25,000 |
Preferred stock, shares issued | 14,425 | 14,425 | |
Preferred stock, shares outstanding | 14,425 | 14,425 | |
Series C Preferred Stock | Previously Reported [Member] | |||
Preferred stock, shares issued | 14,425 | 14,425 | |
Preferred stock, shares outstanding | 14,425 | 14,425 | |
Series D Preferred Stock | |||
Preferred stock, shares authorized | 90,000 | 90,000 | 90,000 |
Preferred stock, shares issued | 86,021 | 90,000 | |
Preferred stock, shares outstanding | 86,021 | 90,000 | |
Series D Preferred Stock | Previously Reported [Member] | |||
Preferred stock, shares issued | 86,021 | 90,000 | |
Preferred stock, shares outstanding | 86,021 | 90,000 | |
Series E Preferred Stock | |||
Preferred stock, shares authorized | 10,000 | 10,000 | 10,000 |
Preferred stock, shares issued | 10,000 | 10,000 | |
Preferred stock, shares outstanding | 10,000 | 10,000 | |
Series E Preferred Stock | Previously Reported [Member] | |||
Preferred stock, shares issued | 10,000 | 10,000 | |
Preferred stock, shares outstanding | 10,000 | 10,000 | |
Series F Preferred Stock | |||
Preferred stock, shares authorized | 800,000 | 800,000 | 800,000 |
Preferred stock, shares issued | 0 | 2,413 | |
Preferred stock, shares outstanding | 0 | 2,413 | |
Series F Preferred Stock | Previously Reported [Member] | |||
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 | 2,600 |
Preferred stock, shares issued | 2,597 | 2,597 | |
Preferred stock, shares outstanding | 2,597 | 2,597 | |
Series G Preferred Stock | Previously Reported [Member] | |||
Preferred stock, shares issued | 2,597 | 2,597 | |
Preferred stock, shares outstanding | 2,597 | 2,597 | |
Series A Preferred Stock | |||
Preferred stock, shares authorized | 10,000 | 10,000 | |
Preferred stock, shares outstanding | 0 | ||
Series A Preferred Stock | Previously Reported [Member] | |||
Preferred stock, shares issued | 0 | 10,000 | |
Preferred stock, shares outstanding | 0 | 10,000 | |
Series H Preferred Stock | |||
Preferred stock, shares authorized | 1,000 | 1,000 | |
Preferred stock, shares outstanding | 0 | 0 | |
Series H Preferred Stock | Previously Reported [Member] | |||
Preferred stock, shares issued | 0 | 0 | |
Preferred stock, shares outstanding | 0 | 0 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | ||||||
REVENUE | $ 1,618,626 | $ 1,996,602 | $ 2,818,288 | $ 3,547,800 | $ 6,868,261 | $ 9,402,564 |
REVENUE - related party | 3,640 | |||||
TOTAL REVENUE | 6,868,261 | 9,406,204 | ||||
COST OF REVENUE | 1,627,788 | 1,338,285 | 3,163,620 | 2,279,283 | 4,696,317 | 6,252,240 |
Gross Profit | (9,162) | 658,317 | (345,332) | 1,268,517 | 2,171,944 | 3,153,964 |
OPERATING EXPENSES | ||||||
Salaries and outside services | 858,804 | 691,571 | 2,123,509 | 2,126,241 | 4,048,508 | 2,473,716 |
Selling, general and administrative expenses | 1,139,493 | (4,103,469) | 2,154,057 | 2,344,930 | 4,767,334 | 1,649,425 |
Loss on impairment of Goodwill and Intangible Assets | 560,000 | |||||
Depreciation and amortization | 9,321 | 11,620 | 18,434 | 22,369 | 46,535 | 113,287 |
TOTAL OPERATING (INCOME) EXPENSES | 2,007,618 | (3,400,278) | 4,296,000 | 4,493,540 | 8,862,377 | 4,796,428 |
INCOME (LOSS) FROM OPERATIONS BEFORE OTHER INCOME AND TAXES | (2,016,780) | 4,058,595 | (4,641,332) | (3,225,023) | (6,690,433) | (1,642,464) |
OTHER INCOME (EXPENSE) | ||||||
Gain (loss) on extinguishment of debt | 68,204 | 95,615 | 282,418 | 28,971 | ||
Gain (loss) forgiveness of PPP Loan | (780,680) | 780,680 | 780,680 | |||
Gain (loss) on Sales of Discontinued Operations | 226,769 | 25,197 | 226,769 | 226,769 | ||
Gain (loss) on changes in derivative liability | 131,018 | |||||
Interest expense | (11,766) | (4,086,497) | (3,155,819) | (774,568) | ||
TOTAL OTHER INCOME (EXPENSE) | (497,473) | 25,197 | (3,764,113) | (1,865,952) | 166,101 | |
INCOME/(LOSS) FROM OPERATIONS BEFORE PROVISION FOR TAXES | (2,016,780) | 3,561,122 | (4,616,135) | (6,989,136) | (8,556,385) | (1,476,363) |
INCOME (LOSS) FROM DISCONTINUED OPERATIONS BEFORE PROVISION FOR TAXES | 27,758 | 71,695 | 73,614 | 205,713 | ||
PROVISION (BENEFIT) FOR INCOME TAXES | ||||||
NET INCOME/(LOSS) | (2,016,780) | 3,588,880 | (4,616,135) | (6,917,441) | (8,482,771) | (1,270,650) |
PREFERRED DIVIDENDS | 2,409 | 12,525 | 12,525 | 111,172 | ||
NET INCOME/(LOSS) ATTRIBUTABLE TO COMMON SHAREHOLDERS | $ (2,016,780) | $ 3,586,471 | $ (4,616,135) | $ (6,929,966) | $ (8,495,296) | $ (1,381,822) |
NET LOSS PER SHARE | ||||||
BASIC (in Dollars per share) | $ 0 | $ 0 | $ 0 | $ (0.01) | $ (0.01) | $ 0 |
DILUTED (in Dollars per share) | $ 0 | $ 0 | $ 0 | $ (0.01) | $ (0.01) | $ 0 |
WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING | ||||||
BASIC (in Shares) | 1,131,934,620 | 985,337,917 | 1,094,989,076 | 894,257,427 | 956,912,269 | 579,856,451 |
DILUTED (in Shares) | 1,131,934,620 | 2,363,283,243 | 1,094,989,076 | 894,257,427 | 956,912,269 | 579,856,451 |
Condensed Consolidated Statem_2
Condensed Consolidated Statement of Shareholders’ Equity (Deficit) (Unaudited) - USD ($) | Preferred Stock | Common Stock | Additional Paid-in Capital | Common Stock Payable | Accumulated Deficit | Total |
Balance at Dec. 31, 2019 | $ 142 | $ 419,648 | $ 30,088,492 | $ (35,616,328) | $ (5,108,046) | |
Balance (in Shares) at Dec. 31, 2019 | 142,450 | 419,638,507 | ||||
Conversion of convertible note | $ 226,299 | 65,641 | 291,940 | |||
Conversion of convertible note (in Shares) | 226,300,034 | |||||
Stock issuances to lenders | $ 38,002 | 296,375 | 334,377 | |||
Stock issuances to lenders (in Shares) | 38,001,563 | |||||
Exchange debt-for-equity | $ 3 | 259,695 | 259,698 | |||
Exchange debt-for-equity (in Shares) | 2,597 | |||||
Series A preferred stock dividend declared | (80,000) | (80,000) | ||||
Series D preferred stock dividend declared | (26,792) | (26,792) | ||||
Series F preferred stock dividend declared | (4,380) | (4,380) | ||||
Stock based compensation | 390,035 | 390,035 | ||||
Derivative settlement | 339,105 | 339,105 | ||||
Warrant issuance | 98,343 | 98,343 | ||||
Other - RegA Investor Funds | $ 2 | 60,323 | 60,325 | |||
Other - RegA Investor Funds (in Shares) | 2,413 | |||||
Net Income/(Loss) | (1,270,650) | (1,270,650) | ||||
Balance at Dec. 31, 2020 | $ 147 | $ 683,949 | 31,486,837 | (36,886,978) | (4,716,045) | |
Balance (in Shares) at Dec. 31, 2020 | 147,460 | 683,940,104 | ||||
Balance at Dec. 31, 2020 | $ 147 | $ 683,949 | 31,486,837 | (36,886,978) | (4,716,045) | |
Balance (in Shares) at Dec. 31, 2020 | 147,460 | 683,940,104 | ||||
Conversion of convertible note | $ 18,313 | 164,818 | 183,131 | |||
Conversion of convertible note (in Shares) | 18,313,074 | |||||
Stock issuances to lenders | $ 110,000 | 12,652,143 | 12,762,143 | |||
Stock issuances to lenders (in Shares) | 110,000,000 | |||||
Series A preferred stock dividend declared | (8,604) | (8,604) | ||||
Series F preferred stock dividend declared | (1,512) | (1,512) | ||||
Stock based compensation | 238,634 | 238,634 | ||||
Stock option exercises | $ 3,529 | (3,529) | ||||
Stock option exercises (in Shares) | 3,528,955 | |||||
Preferred stock conversion | $ (10) | $ 100,000 | (99,990) | |||
Preferred stock conversion (in Shares) | (10,000) | 100,000,000 | ||||
Warrant issuance | 983,571 | 983,571 | ||||
Warrant exercise | $ 8,556 | (8,556) | ||||
Warrant exercise (in Shares) | 8,556,034 | |||||
Other - RegA Investor Funds | (2,500) | (2,500) | ||||
Other - RegA Investor Funds (in Shares) | (100) | |||||
Issuance of Series H Preferred stock | $ 1 | 4,999,999 | 5,000,000 | |||
Issuance of Series H Preferred stock (in Shares) | 1,000 | |||||
Net Income/(Loss) | (10,506,321) | (10,506,321) | ||||
Balance at Mar. 31, 2021 | $ 138 | $ 924,347 | 50,401,311 | (47,393,299) | 3,932,497 | |
Balance (in Shares) at Mar. 31, 2021 | 138,360 | 924,338,167 | ||||
Balance at Dec. 31, 2020 | $ 147 | $ 683,949 | 31,486,837 | (36,886,978) | (4,716,045) | |
Balance (in Shares) at Dec. 31, 2020 | 147,460 | 683,940,104 | ||||
Balance at Dec. 31, 2020 | $ 147 | $ 683,949 | 31,486,837 | (36,886,978) | (4,716,045) | |
Balance (in Shares) at Dec. 31, 2020 | 147,460 | 683,940,104 | ||||
Net Income/(Loss) | (6,917,441) | |||||
Balance at Jun. 30, 2021 | $ 131 | $ 1,004,910 | 45,939,813 | (43,804,419) | 3,140,435 | |
Balance (in Shares) at Jun. 30, 2021 | 131,028 | 1,004,900,153 | ||||
Balance at Dec. 31, 2020 | $ 147 | $ 683,949 | 31,486,837 | (36,886,978) | (4,716,045) | |
Balance (in Shares) at Dec. 31, 2020 | 147,460 | 683,940,104 | ||||
Balance at Dec. 31, 2020 | $ 147 | $ 683,949 | 31,486,837 | (36,886,978) | (4,716,045) | |
Balance (in Shares) at Dec. 31, 2020 | 147,460 | 683,940,104 | ||||
Stock issuances to lenders | $ 85,000 | 8,415,493 | 8,500,493 | |||
Stock issuances to lenders (in Shares) | 85,000,000 | |||||
Series A preferred stock dividend declared | (8,705) | (8,705) | ||||
Series F preferred stock dividend declared | (3,820) | (3,820) | ||||
Conversion of convertible note, related party | $ 44,629 | 533,245 | 577,874 | |||
Conversion of convertible note, related party (in Shares) | 44,629,338 | |||||
Stock issuances to related party | $ 25,000 | 2,795,000 | 2,820,000 | |||
Stock issuances to related party (in Shares) | 25,000,000 | |||||
Stock based compensation | 1,247,048 | 1,247,048 | ||||
Stock option exercised - cashless basis | $ 11,108 | (11,108) | ||||
Stock option exercised - cashless basis (in Shares) | 11,107,502 | |||||
Stock option exercised - cash basis | $ 333 | (333) | ||||
Stock option exercised - cash basis (in Shares) | 333,334 | |||||
Stock option exercises | $ 11,108 | |||||
Preferred stock conversion | $ (14) | $ 109,948 | (109,934) | |||
Preferred stock conversion (in Shares) | (13,979) | 109,947,500 | ||||
Warrant issuance | 983,571 | 983,571 | ||||
Warrant exercise - cashless basis | $ 17,314 | (17,314) | ||||
Warrant exercise - cashless basis (in Shares) | 17,313,025 | |||||
Warrant exercise - cash basis | $ 78,285 | 907,029 | 985,314 | |||
Warrant exercise - cash basis (in Shares) | 78,285,715 | |||||
Redemption of Series F Preferred Stock | $ (2) | (58,823) | (58,825) | |||
Redemption of Series F Preferred Stock (in Shares) | (2,353) | |||||
Redemption of Series H Preferred stock | $ (2) | 2 | ||||
Redemption of Series H Preferred stock (in Shares) | (1,000) | |||||
Other - RegA Investor Funds | (2,500) | (2,500) | ||||
Other - RegA Investor Funds (in Shares) | (100) | |||||
Issuance of Series H Preferred stock | $ 2 | 511,361 | 511,363 | |||
Issuance of Series H Preferred stock (in Shares) | 2,000 | |||||
Common stock payable | 564,000 | 564,000 | ||||
Net Income/(Loss) | (8,482,771) | (8,482,771) | ||||
Balance at Dec. 31, 2021 | $ 131 | $ 1,055,566 | 46,667,049 | 564,000 | (45,369,749) | 2,916,997 |
Balance (in Shares) at Dec. 31, 2021 | 132,028 | 1,055,556,518 | ||||
Balance at Dec. 31, 2021 | $ 131 | $ 1,055,566 | 46,667,049 | 564,000 | (45,369,749) | 2,916,997 |
Balance (in Shares) at Dec. 31, 2021 | 131,028 | 1,055,556,518 | ||||
Balance at Mar. 31, 2021 | $ 138 | $ 924,347 | 50,401,311 | (47,393,299) | 3,932,497 | |
Balance (in Shares) at Mar. 31, 2021 | 138,360 | 924,338,167 | ||||
Series A preferred stock dividend declared | (101) | (101) | ||||
Series F preferred stock dividend declared | (2,308) | (2,308) | ||||
Stock based compensation | 252,839 | 252,839 | ||||
Stock option exercises | $ 5,303 | (5,303) | ||||
Stock option exercises (in Shares) | 5,302,984 | |||||
Preferred stock conversion | $ (4) | $ 9,948 | (9,944) | |||
Preferred stock conversion (in Shares) | (3,979) | 9,947,500 | ||||
Warrant exercise | $ 65,312 | (7,455) | 57,857 | |||
Warrant exercise (in Shares) | 65,311,502 | |||||
Redemption of Series F Preferred Stock | $ (2) | (58,823) | (58,825) | |||
Redemption of Series F Preferred Stock (in Shares) | (2,353) | |||||
Redemption of Series H Preferred stock | $ (1) | 1 | ||||
Redemption of Series H Preferred stock (in Shares) | (1,000) | |||||
Revaluation of Series H Preferred Stock | (4,630,404) | (4,630,404) | ||||
Net Income/(Loss) | 3,588,880 | 3,588,880 | ||||
Balance at Jun. 30, 2021 | $ 131 | $ 1,004,910 | 45,939,813 | (43,804,419) | 3,140,435 | |
Balance (in Shares) at Jun. 30, 2021 | 131,028 | 1,004,900,153 | ||||
Balance at Dec. 31, 2021 | $ 131 | $ 1,055,566 | 46,667,049 | 564,000 | (45,369,749) | 2,916,997 |
Balance (in Shares) at Dec. 31, 2021 | 131,028 | 1,055,556,518 | ||||
Conversion of convertible note, related party | ||||||
Proceeds from issuance of common stock | $ 55,300 | 588,324 | 643,624 | |||
Proceeds from issuance of common stock (in Shares) | 55,300,000 | |||||
Stock issuances to related party | ||||||
Stock based compensation | 393,546 | 393,546 | ||||
Stock option exercised - cashless basis | $ 912 | (912) | ||||
Stock option exercised - cashless basis (in Shares) | 912,442 | |||||
Stock option exercised - cash basis | ||||||
Preferred stock conversion | ||||||
Warrant issuance | ||||||
Warrant exercise - cashless basis | ||||||
Warrant exercise - cash basis | ||||||
Net Income/(Loss) | (2,599,355) | (2,599,355) | ||||
Balance at Mar. 31, 2022 | $ 131 | $ 1,111,778 | 47,648,007 | 564,000 | (47,969,104) | 1,354,812 |
Balance (in Shares) at Mar. 31, 2022 | 131,028 | 1,111,768,960 | ||||
Balance at Dec. 31, 2021 | $ 131 | $ 1,055,566 | 46,667,049 | 564,000 | (45,369,749) | 2,916,997 |
Balance (in Shares) at Dec. 31, 2021 | 131,028 | 1,055,556,518 | ||||
Balance at Dec. 31, 2021 | $ 131 | $ 1,055,566 | 46,667,049 | 564,000 | (45,369,749) | 2,916,997 |
Balance (in Shares) at Dec. 31, 2021 | 132,028 | 1,055,556,518 | ||||
Net Income/(Loss) | (4,616,135) | |||||
Balance at Jun. 30, 2022 | $ 131 | $ 1,134,093 | 48,426,172 | 564,000 | (49,985,884) | 138,512 |
Balance (in Shares) at Jun. 30, 2022 | 131,028 | 1,134,084,046 | ||||
Balance at Mar. 31, 2022 | $ 131 | $ 1,111,778 | 47,648,007 | 564,000 | (47,969,104) | 1,354,812 |
Balance (in Shares) at Mar. 31, 2022 | 131,028 | 1,111,768,960 | ||||
Stock Issuance in exchange for services | $ 195 | 3,179 | 3,374 | |||
Stock Issuance in exchange for services (in Shares) | 195,086 | |||||
Conversion of convertible note, related party | ||||||
Proceeds from issuance of common stock | $ 22,120 | 274,415 | 296,535 | |||
Proceeds from issuance of common stock (in Shares) | 22,120,000 | |||||
Stock issuances to related party | ||||||
Stock based compensation | 500,571 | 500,571 | ||||
Stock option exercised - cashless basis | ||||||
Stock option exercised - cash basis | ||||||
Preferred stock conversion | ||||||
Warrant issuance | ||||||
Warrant exercise - cashless basis | ||||||
Warrant exercise - cash basis | ||||||
Net Income/(Loss) | (2,016,780) | (2,016,780) | ||||
Balance at Jun. 30, 2022 | $ 131 | $ 1,134,093 | $ 48,426,172 | $ 564,000 | $ (49,985,884) | $ 138,512 |
Balance (in Shares) at Jun. 30, 2022 | 131,028 | 1,134,084,046 |
Condensed Consolidated Statem_3
Condensed Consolidated Statement of Shareholders’ Equity (Deficit) (Unaudited) (Parentheticals) - $ / shares | 3 Months Ended | 12 Months Ended | ||
Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Series A Preferred Stock | ||||
Preferred stock dividends per share declared | $ 0.86 | $ 0.86 | $ 0.86 | $ 2 |
Series F Preferred Stock | ||||
Preferred stock dividends per share declared | $ 0.67 | $ 0.67 | $ 0.67 | 1.82 |
Series D Preferred Stock | ||||
Preferred stock dividends per share declared | $ 0.3 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||||
Net income (loss) from continued operations | $ (4,616,135) | $ (6,989,136) | $ (8,556,385) | $ (1,476,363) |
Adjustment to reconcile net loss to net cash (used in) operating activities | ||||
Bad debt expense | (1,150) | (4,645) | (2,274) | 16,868 |
Depreciation and amortization | 18,434 | 22,371 | 46,535 | 113,287 |
Finance charge, related party | 2,820,000 | 2,820,000 | ||
Loss on impairment of goodwill & intangibles | 560,000 | |||
Amortization of Debt Discount | 274,992 | 274,992 | 270,607 | |
Gain on settlement of debt | (27,411) | (282,418) | ||
Gain on forgiveness of PPP loan | (780,680) | (780,680) | ||
Gain on Sale of Discontinued Operations | (25,197) | (226,769) | (226,769) | |
Non-cash compensation expense | 894,117 | 491,473 | 1,247,048 | 390,035 |
Non-cash service expense | 3,374 | 983,571 | 564,000 | 98,343 |
Fair valuation of warrants as compensation | 983,571 | |||
Issuance of Series H Pref to employee | 369,596 | 511,363 | ||
(Gain)/loss on derivative liability valuation | (131,018) | |||
Derivative expense | ||||
(Increase) Decrease in: | ||||
Accounts receivable | (12,428) | (485,871) | (151,789) | 497,299 |
Prepaid expenses and other assets | 1,063 | (47,202) | (151,997) | (3,581) |
Costs in excess of billings | 3,942 | (26,201) | (27,779) | 21,606 |
Lease deposit | 4,361 | |||
Accounts payable | 593,589 | (811,679) | (693,347) | (323,670) |
Accrued expenses | (6,680) | (220,289) | (256,852) | (31,597) |
Customer Deposits | 218,756 | (242,174) | (349,655) | (1,239,472) |
NET CASH (USED IN) OPERATING ACTIVITIES - continued operations | (2,923,954) | (4,119,374) | (5,032,436) | (2,018,336) |
NET CASH PROVIDED BY OPERATING ACTIVITIES - discontinued operations | 71,695 | 73,614 | 205,713 | |
NET CASH (USED IN) OPERATING ACTIVITIES | (2,923,954) | (4,047,679) | (4,958,822) | (1,812,623) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||||
Cash paid for purchase of fixed assets | (23,209) | (42,543) | (98,723) | (5,253) |
Proceeds from the sale of discontinued operations | 25,197 | 226,769 | 226,769 | |
NET CASH (USED IN)/PROVIDED BY INVESTING ACTIVITIES | 1,988 | 184,226 | 128,046 | (5,253) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||
Payments on capital lease obligation | (20,654) | |||
Payment of dividend | (408,806) | (408,805) | (23,452) | |
Proceeds of issuance of common stock, net | 940,159 | 10,000,000 | 9,485,807 | |
Proceeds (payments) on line of credit, net | (366,012) | (366,012) | 60,106 | |
Proceeds from issuance of notes, related party, net | (428,652) | |||
Proceeds (payments) of preferred stock | (61,325) | (61,325) | 60,325 | |
Principal payments on debt, third party | (750,000) | (750,000) | (91,000) | |
Proceeds from PPP loan | 780,680 | 780,680 | ||
Proceeds from issuance of notes payable | 1,530,680 | |||
Principal payments on term loan | (506,919) | |||
NET CASH (USED IN)/PROVIDED BY FINANCING ACTIVITIES | 940,159 | 9,194,537 | 8,251,693 | 1,009,086 |
NET INCREASE / (DECREASE) IN CASH | (1,981,807) | 5,331,084 | 3,420,917 | (808,790) |
CASH, BEGINNING OF PERIOD | 3,431,455 | 10,538 | 10,538 | 819,328 |
CASH, END OF PERIOD | 1,449,648 | 5,341,622 | 3,431,455 | 10,538 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION | ||||
Interest paid | 285,293 | 60,038 | 285,293 | |
Taxes paid | ||||
Non-cash financing activities: | ||||
Conversion of notes payable to common stock, related party | 181,131 | 577,874 | 291,940 | |
Exchange of Debt-to-Equity (Preferred) | 259,698 | |||
Derivative settlement | 339,105 | |||
Right of use assets | 56,650 | 51,281 | 105,180 | 95,209 |
Derivative discount | 127,273 | |||
Conversion of preferred to common stock | 109,948 | 109,948 | ||
Exercise of stock options | 912 | 8,832 | 11,108 | |
Exercise of warrants | $ 16,011 | 17,314 | ||
Issuance of common stock to lenders | $ 334,377 |
Basis of Presentation
Basis of Presentation | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Basis of Presentation [Abstract] | ||
BASIS OF PRESENTATION | 1. BASIS OF PRESENTATION 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 June 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 June 30, 2022, the Company had negative working capital of $15,872. 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 | 1. ORGANIZATION AND LINE OF BUSINESS Organization AiAdvertising, Inc. (“we”, “us”, “our” or the “Company”) is based in San Antonio, Texas, was incorporated in Nevada on January 22, 2002. The Company was formerly known as CloudCommerce, Inc., Warp 9, Inc., Roaming Messenger, Inc., and Latinocare Management Corporation (“LMC”). On July 9, 2015, we changed the name of the Company from Warp 9, Inc. to CloudCommerce, Inc.. On August 5, 2021 CloudCommerce changed its name to AiAdvertising, Inc. We develop solutions that help our clients acquire, engage, and retain their customers by leveraging cutting-edge digital strategies and AI. We focus on using data analytics to drive the creation of great user experiences and effective digital marketing campaigns. The Company has six subsidiaries, CLWD Operations, Inc. (formerly Indaba Group, Inc.), Parscale Digital, Inc., which merged with Parscale Creative, Inc., as a result of an acquisition dated August 1, 2017, WebTegrity, LLC (“WebTegrity”), which was acquired November 15, 2017, Data Propria, Inc., which the Company launched February 1, 2018, Giles Design Bureau, Inc., which spun out from Parscale Digital in May, 2018, and aiAdvertising, Inc., which was formed January 14, 2021. The Company focuses on four main areas, artificial intelligence, digital marketing, creative design, and web development. 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 December 31, 2021, 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 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 December 31, 2021, the Company had positive working capital of $2,706,379 . 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. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 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 June 30, 2022 the Company dissolved Parscale Digital, Inc., Data Propria, Inc., and WebTegrity, Inc. Reclassifications During the quarter ended June 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 June 30, 2022 and December 31, 2021 are $5,619 and $4,469 respectively. Use of Estimates The preparation of financial statements in conformity with GAAP requires the use of estimates and assumptions by management in determining the reported amounts of assets and liabilities, disclosures of contingent liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Estimates are primarily used in our revenue recognition, the allowance for doubtful account receivable, fair value assumptions in accounting for business combinations and analyzing goodwill, intangible assets and long-lived asset impairments and adjustments, the deferred tax valuation allowance, and the fair value of stock options and warrants. Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. As of June 30, 2022, the Company held cash and cash equivalents in the amount of $1,449,648, which was held in the Company’s operating bank accounts. This amount is held in a bank account exceeding the FDIC insured limit of $250,000. 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 $18,434 and $22,025 for the six months ended June 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 June 30, 2022, and December 31, 2021 were $710,391 and $491,635, respectively. The costs in excess of billings as of June 30, 2022 and December 31, 2021 was $23,837 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 Research and development costs are expensed as incurred. Total research and development costs were $461,038 and zero Advertising Costs The Company expenses the cost of advertising and promotional materials when incurred. Total advertising costs were $88,705 and $52,963 for the six months ended June 30, 2022 and 2021, respectively. Fair value of financial instruments The Company’s financial instruments, including cash and cash equivalents, accounts receivable, accounts payable, and accrued liabilities are carried at cost, which approximates their fair value, due to the relatively short maturity of these instruments. As of June 30, 2022 and December 31, 2021, the Company’s notes payable have stated borrowing rates that are consistent with those currently available to the Company and, accordingly, the Company believes the carrying value of these debt instruments approximates their fair value. Fair value is defined as the price to sell an asset or transfer a liability, between market participants at the measurement date. Fair value measurements assume that the asset or liability is (1) exchanged in an orderly manner, (2) the exchange is in the principal market for that asset or liability, and (3) the market participants are independent, knowledgeable, able and willing to transact an exchange. Fair value accounting and reporting establishes a framework for measuring fair value by creating a hierarchy for observable independent market inputs and unobservable market assumptions and expands disclosures about fair value measurements. Considerable judgment is required to interpret the market data used to develop fair value estimates. As such, the estimates presented herein are not necessarily indicative of the amounts that could be realized in a current exchange. The use of different market assumptions and/or estimation methods could have a material effect on the estimated fair value. 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: June 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 The Company operates in a single industry segment. The Company markets its services to companies and individuals in many industries and geographic locations. The Company’s operations are subject to rapid technological advancement and intense competition. Accounts receivable represent financial instruments with potential credit risk. The Company typically offers its customers credit terms. The Company makes periodic evaluations of the credit worthiness of its enterprise customers and other than obtaining deposits pursuant to its policies, it generally does not require collateral. In the event of nonpayment, the Company has the ability to terminate services. As of June 30, 2022, the Company held cash and cash equivalents in the amount of $1,449,648, which was held in the operating bank accounts. Of this amount, none was held in any one account, in amounts exceeding the FDIC insured limit of $250,000. For further discussion on concentrations see footnote 13. Stock-Based Compensation The Company addressed the accounting for share-based payment transactions in which an enterprise receives employee services in exchange for either equity instruments of the enterprise or liabilities that are based on the fair value of the enterprise’s equity instruments or that may be settled by the issuance of such equity instruments. The transactions are accounted for using a fair-value-based method and recognized as expenses in our statement of operations. 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 six months ended June 30, 2022, included compensation expense for the stock-based payment awards granted prior to, but not yet vested, as of June 30, 2022 based on the grant date fair value estimated. Stock-based compensation expense recognized in the consolidated statement of operations for the six months ended June 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 six months ended June 30, 2022 and 2021 were $894,117 and $491,473, 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 six months ended June 30, 2022, the Company has excluded 258,424,694 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 six months ended June 30, 2022, the above mentioned shares are included in the calculation for diluted earnings per share, resulting in 1,387,740,274 shares being added to the weighted average common and common equivalent shares outstanding. For the six months ended June 30, 2021, the Company has excluded 226,701,174 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 184,632,441 shares of common stock underlying warrants, because their impact on the loss per share is anti-dilutive. During the six months ended June 30, 2021, the above mentioned shares are included in the calculation for diluted earnings per share, resulting in 1,377,945,326 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 June 30, 2022, and no pronouncements were adopted during the period. Management reviewed accounting pronouncements issued during the year ended December 31, 2021, and the following 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 it 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 June 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 June 30, 2022 and 2021. Three months ended June 30, 2022 Three months ended June 30, 2021 Third Related Total Third Related Total Hosting Revenue - - - $ 55,014 - $ 55,014 Cost of Sales - - - 27,256 - 27,256 Net Income from Discontinued Operations $ - $ - $ - $ 27,758 $ - $ 27,758 The following table summarizes the results of operations for the six months ended June 30, 2022 and 2021. Six months ended June 30, 2022 Six months ended June 30, 2021 Third Related Total Third Related Total Hosting Revenue - - - $ 128,336 - $ 128,336 Cost of Sales - - - 56,641 - 56,641 Net Income from Discontinued Operations $ - $ - $ - $ 71,695 $ - $ 71,695 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 six months ended June 30, 2022, we used the federal tax rate of 21% in our determination of the deferred tax assets and liabilities balances. For the Current tax provision: Federal Taxable income $ - Total current tax provision $ - Deferred tax provision: Federal Loss carryforwards $ 4,810,516 Change in valuation allowance (4,810,516 ) Total deferred tax provision $ - | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 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 consolidation of the financial statements. Reclassifications During the year ended December 31, 2021 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 contracted 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 balance of the allowance account at December 31, 2021 and 2020 are $4,469 and $742, respectively. During the years ended December 31, 2021 and 2020, we included $2,274 and $16,868, respectively, in expense related to balances that were written off as bad debt. On November 30, 2016, CLWD Operations entered into a 12-month agreement wherein amounts due from our customers were pledged to a third party, in exchange for a borrowing facility of up to $400,000. The agreement was amended on March 23, 2017, which increased the allowable borrowing amount by $100,000, to $500,000. On November 30, 2017, the agreement renewed automatically for another twelve months. The proceeds from the facility were determined by the amounts we invoiced our customers. We recorded the amounts due from customers in accounts receivable and the amount due to the third party as a liability, presented under “Lines of credit” on the Balance Sheet. During the term of this facility, the third-party lender had a first priority security interest in CLWD Operations’ assets, and therefore, we would have needed to obtain such third-party lender’s written consent to obligate CLWD Operations’ further or pledge its assets against additional borrowing facilities. The cost of this secured borrowing facility was 0.05% of the daily balance. This borrowing facility had an expiration date of January 14, 2021 and was not renewed. As of December 31, 2021, the balance due from this arrangement was zero. On October 19, 2017, Parscale Digital entered into a 12-month agreement wherein amounts due from our customers were pledged to a third party, in exchange for a borrowing facility of up to $500,000. The proceeds from the facility were determined by the amounts we invoiced our customers. The Company evaluated this facility in accordance with ASC 860, classifying it as a secured borrowing arrangement. We recorded the amounts due from customers in accounts receivable and the amount due to the third party as a liability, presented as a “Lines of credit” on the Balance Sheet. During the term of this facility, the third-party lender had a first priority security interest in Parscale Digital, and therefore, we would have needed to obtain such third-party lender’s written consent to obligate Parscale Digital further or pledge its assets against additional borrowing facilities. The cost of this secured borrowing facility was 0.05% of the daily balance. On April 12, 2018, the Company amended the secured borrowing arrangement, which increased the maximum allowable balance by $250,000, to $750,000 . This borrowing facility had an expiration date of November 11, 2020 and was not renewed. As of December 31, 2021, the balance due from this arrangement was zero. On August 2, 2018, Giles Design Bureau, WebTegrity, and Data Propria entered into 12-month agreements wherein amounts due from our customers were pledged to a third-party, in exchange for borrowing facilities of up to $150,000, $150,000 and $600,000, respectively. The proceeds from the facility were determined by the amounts we invoiced our customers. We evaluated these facilities in accordance with ASC 860, classifying as secured borrowing arrangements. We recorded the amounts due from customers in accounts receivable and the amount due to the third party as a liability, presented under “Lines of credit” on the Balance Sheet. During the term of these facilities, the third-party lender had a first priority security interest in the respective entities, and, therefore, we would have needed to obtain such third-party lender’s written consent to obligate the entities further or pledge our assets against additional borrowing facilities. The cost of this secured borrowing facilities was 0.056%, 0.056% and 0.049%, respectively, of the daily balance. These three borrowing facilities had an expiration date of August 22, 2020 and were not renewed. As of December 31, 2021, the combined balance due from these arrangement was zero. Use of Estimates The preparation of financial statements in conformity with GAAP requires the use of estimates and assumptions by management in determining the reported amounts of assets and liabilities, disclosures of contingent liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Estimates are primarily used in our revenue recognition, the allowance for doubtful account receivable, fair value assumptions in accounting for business combinations and analyzing goodwill, intangible assets and long-lived asset impairments and adjustments, the deferred tax valuation allowance, and the fair value of stock options and warrants. Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. As of December 31, 2021, the Company held cash and cash equivalents in the amount of $3,431,455 which was held in the Company’s operating bank accounts. This amount is held in a bank account exceeding the FDIC insured limit of $250,000. 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 the 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 in an asset in 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 December 31, 2021 and 2020 was $491,635 and $841,290, respectively. The costs in excess of billings as of December 31, 2021 and 2020 was $27,779 and zero, respectively. See footnote 3 for a disclosure of our use of estimates and judgement, as it relates to revenue recognition. 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 those by assessing the situation on a case-by-case basis and determining if any discounts can be given. Historically, no significant discounts have been granted. 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, that the amounts classified as reimbursable costs should be recorded as gross, 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. During the years ended December 31, 2021 and 2020, we included $3,448,153 and $5,155,079, respectively, in revenue, related to reimbursable costs. The Company records revenue into the following five categories: ● Data Sciences – Includes polling, research, modeling, data fees, consulting and reporting. ● Design – Includes branding, photography, copyrighting, printing, signs and interior design. ● Development – Includes website coding. ● Digital Advertising – Includes ad spend, SEO management and digital ad support. ● The Platform - Includes our existing clients creative assets and intelligently recommends enhancements to optimize performance by using artificial intelligence. For the years ended December 31, 2021 and December 31, 2020, revenue was disaggregated into the five categories as follows: Year ended December 31, 2021 Year ended December 31, 2020 Third Related Total Third Related Total Data Sciences $ - $ - $ - $ 596,446 $ - $ 596,446 Design 2,027,152 - 2,027,152 2,390,676 - 2,390,676 Development 225,049 - 225,049 330,404 - 330,404 Digital Advertising 4,525,688 - 4,525,688 6,085,038 3,640 6,088,678 The Platform 90,372 - 90,372 - - - Total $ 6,868,261 $ - $ 6,868,261 $ 9,402,564 $ 3,640 $ 9,406,204 Research and Development Research and development costs are expensed as incurred. Total research and development costs were $ 549,628 and zero for the years ended December 31, 2021 and December 31, 2020, respectively. Advertising Costs The Company expenses the cost of advertising and promotional materials when incurred. Total advertising costs were $145,375 and $119,332, for the years ended December 31, 2021 and December 31, 2020, respectively. Fair Value of Financial Instruments The Company’s financial instruments, including cash and cash equivalents, accounts receivable, accounts payable, and accrued liabilities are carried at cost, which approximates their fair value, due to the relatively short maturity of these instruments. As of December 31, 2021 and December 31, 2020, the Company’s notes payable have stated borrowing rates that are consistent with those currently available to the Company and, accordingly, the Company believes the carrying value of these debt instruments approximates their fair value. Fair value is defined as the price to sell an asset or transfer a liability, between market participants at the measurement date. Fair value measurements assume that the asset or liability is (1) exchanged in an orderly manner, (2) the exchange is in the principal market for that asset or liability, and (3) the market participants are independent, knowledgeable, able and willing to transact an exchange. Fair value accounting and reporting establishes a framework for measuring fair value by creating a hierarchy for observable independent market inputs and unobservable market assumptions and expands disclosures about fair value measurements. Considerable judgment is required to interpret the market data used to develop fair value estimates. As such, the estimates presented herein are not necessarily indicative of the amounts that could be realized in a current exchange. The use of different market assumptions and/or estimation methods could have a material effect on the estimated fair value. ASC Topic 820 established a three-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 1 measurements) 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. 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: As of December 31, Years 2021 2020 Equipment 5-7 $ 239,641 $ 169,003 Office furniture 7 51,653 23,569 Leasehold improvements Length of lease - - Less accumulated depreciation (177,045 ) (136,890 ) Net property and equipment $ 114,249 $ 55,682 The following table discloses fixed asset transactions and recordings during the years ended December 31, 2021 and December 31, 2020: Year ended Year ended Depreciation expense $ 40,155 $ 40,993 Gain/(loss) on disposals - - Cash paid for fixed asset additions 98,722 5,253 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. During the year ended December 31, 2020, management reviewed the intangible assets and goodwill of WebTegrity, and determined that there were indications of impairment. 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 believed 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. In accordance with its policies, at December 31, 2020 the Company performed a qualitative assessment of indefinite lived intangibles and goodwill related to WebTegrity and determined there was impairment of indefinite lived intangibles and goodwill. Therefore, an impairment of indefinite lived intangibles and goodwill was recognized. The impairment test conducted by the Company includes an assessment of whether events occurred that may have resulted in impairment of goodwill and intangible assets. Because it was determined that events had occurred which effected the fair value of goodwill and intangible assets, the Company conducted the two-step approach to determine the fair value and required adjustment. 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 we report 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 offering, 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 it. 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 declines in the economy, 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. In accordance with its policies, the Company conducted an impairment assessment during the year ended December 31, 2020 related to the WebTegrity acquisition and determined that impairment of indefinite lived intangibles and goodwill was necessary. Accordingly, all intangible assets and goodwill related to the WebTegrity acquisition have been written off, amounting to $560,000. This amount reduced the consolidated balances of WebTegrity, as outlined below. This amount is included in Operating Expenses on the Income Statement, for the year ended December 31, 2020. At the time of the impairment analysis, the remaining prior year balance of the Customer List ($71,606) had already been expensed throughout the year ended December 31, 2020. Goodwill and Intangible assets are comprised of the following, presented as net of amortization: December 31, 2021 AiAdvertising Total Domain name 20,202 20,202 Total $ 20,202 $ 20,202 December 31, 2020 AiAdvertising Total Domain name 26,582 26,582 Total $ 26,582 $ 26,582 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 The Company operates in a single industry segment. The Company markets its services to companies and individuals in many industries and geographic locations. The Company’s operations are subject to rapid technological advancement and intense competition. Accounts receivable represent financial instruments with potential credit risk. The Company typically offers its customers credit terms. The Company makes periodic evaluations of the credit worthiness of its enterprise customers and other than obtaining deposits pursuant to its policies, it generally does not require collateral. In the event of nonpayment, the Company has the ability to terminate services. As of December 31, 2021, the Company held cash and cash equivalents in the amount of $3,431,455, which was held in the operating bank accounts. Of this amount, none was held in any one account, in amounts exceeding the FDIC insured limit of $250,000. For further discussion on concentrations see footnote 14. Stock-Based Compensation The Company addressed the accounting for share-based payment transactions in which an enterprise receives employee services in exchange for either equity instruments of the enterprise or liabilities that are based on the fair value of the enterprise’s equity instruments or that may be settled by the issuance of such equity instruments. The transactions are accounted for using a fair-value-based method and recognized as expenses in our statement of operations. 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 year ended December 31, 2021, included compensation expense for the stock-based payment awards granted prior to, but not yet vested, as of December 31, 2021 based on the grant date fair value estimated. Stock-based compensation expense recognized in the consolidated statement of operations for the year ended December 31, 2021 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 year ended December 31, 2021 and 2020 were $987,433 and $390,035, 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 year ended December 31, 2021, the Company has excluded 246,618,441 shares of common stock underlying options, 162,703,869 shares of common stock underlying warrants, 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, and 2,597 Series G Preferred shares convertible into 136,684,211 shares of common stock, because their impact on the loss per share is anti-dilutive. For the year ended December 31, 2020, the Company has excluded 106,489,498 shares of common stock underlying options, 20,912,852 shares of common stock underlying warrants, 10,000 Series A Preferred shares convertible into 100,000,000 shares of common stock, 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, 90,000 Series D Preferred shares convertible into 225,000,000 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 18,388,400 shares of common stock underlying $183,884 in convertible notes, because their impact on the loss per share is anti-dilutive. 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. Accounting for Derivatives The Company evaluates all of its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. For stock-based derivative financial instruments, the Company uses a probability weighted average series Binomial lattice formula pricing models to value the derivative instruments at inception and on subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date. As of December 31, 2021, the Company had no derivative liability. 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 year ended December 31, 2021, and no pronouncements were adopted during the period. Management reviewed accounting pronouncements issued during the year ended December 31, 2020, and the following pronouncement was 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, 2023 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 it 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 December 31, 2021 the “Indemnity Holdback” amount has not been paid by the Buyer. The Company did not classify any assets or liabilities specific to the Purchased Assets. Therefore, the purchase price from the Purchased Assets are 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 will continue to maintain, support, and deliver on all customer services during the transition period of 90 days following the Closing Date. The Company will continue to invoice the hosting customers in the ordin |
Revenue Recognition
Revenue Recognition | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | ||
REVENUE RECOGNITION | 3. REVENUE RECOGNITION 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, 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 – The Company employs a time tracking system where employees record their time by project. This method of satisfaction is used for time and material projects, change orders, website edits, revisions to designs, and any other project that is hours-based. The hours satisfy the performance obligation as the hours are incurred. b. Ad Spend - To satisfy ad spend, the Company generates analytical reports monthly or as required to show how the ad dollars were spent and how the targeting resulted in click-throughs. The ad spend satisfies the performance obligation, regardless of the outcome or effectiveness of the campaign. In addition, the Company utilizes third party invoices after the ad dollars are spent, in order to satisfy the obligation. c. Milestones – If the contract requires milestones to be hit, then the Company satisfies the performance obligation when that milestone is completed and presented to the customer for review. As each phase of a project is complete, we consider it as a performance obligation being satisfied and transferred to the customer. At this point, the customer is invoiced the amount due based on the transaction pricing for that specific phase and/or we apply the customer deposit to recognize revenue. d. Monthly Retainer – If the contract is a retainer for work performed, then the customer is paying the Company for its expertise and accessibility, not for a pre-defined amount of output. In this case, the obligation is satisfied at the end of the period, regardless of the amount of work effort required. e. Hosting – Monthly recurring fees for hosting are recognized on a monthly basis, at a fixed rate. Hosting contracts are typically one-year and reviewed annually for renewal. Prices are subject to change at management discretion. During the year ended December 31, 2021 web hosting services was discontinued from our operating revenue streams. 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: - The Company is the primary obligor in the arrangement; - We have latitude in establishing price; - We have discretion in supplier selection; and - The Company has credit risk During the six months ended June 30, 2022 and 2021, we included $893,476 and $989,886 respectively, in revenue, related to reimbursable costs. The deferred revenue and customer deposits as of June 30, 2022 and December 31, 2021 were $710,391 and $491,635, respectively. For the six months ended June 30, 2022 and 2021 (unaudited), revenue was disaggregated into the four categories as follows: Six months ended June 30, Six months ended June 30, Third Related Parties Total Third Related Parties Total Design 727,670 - 727,670 1,053,706 - 1,053,706 Development 20,119 - 20,119 103,457 - 103,457 Digital Advertising 1,802,124 - 1,802,124 2,360,265 - 2,360,265 Platform License 268,375 - 268,375 30,372 - 30,372 Total $ 2,818,288 $ - $ 2,818,288 $ 3,547,800 $ - $ 3,547,800 | 3. REVENUE RECOGNITION 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 email detail of 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, 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 is estimated, to determine the most accurate transaction pricing for our customer. Price is subject to change upon agreed parties, and could be fixed or variable, milestone focused or T&M. 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 – The company employs a time tracking system where employees record their time by project. This method of satisfaction is used for time and material projects, change orders, website edits, revisions to designs, and any other project that is hours-based. The hours satisfy the performance obligation as the hours are incurred. b. Media activation/Ad Spend – To satisfy ad spend, the company generates analytical reports monthly or as required to show how the ad dollars were spent and how the targeting resulted in click-throughs. The ad spend satisfies the performance obligation, regardless of the outcome or effectiveness of the campaign. In addition, the Company utilizes third party invoices after the ad dollars are spent, in order to satisfy the obligation. c. Milestones – If the contract requires milestones to be hit, then the Company satisfies the performance obligation when that milestone is completed and presented to the customer for review. As each phase of a project is complete, we consider it as a performance obligation being satisfied and transferred to the customer. At this point, the customer is invoiced the amount due based on the transaction pricing for that specific phase and/or we apply the customer deposit to recognize revenue. d. Monthly Retainer – If the contract is a retainer for work performed, then the customer is paying the Company for its expertise and accessibility, not for a pre-defines amount of output. In this case, the obligation is satisfied at the end of the period, regardless of the amount of work effort required. e. Hosting – Monthly recurring fees for hosting are recognized on a monthly basis, at a fixed rate. Hosting contracts are typically one-year and reviewed annually for renewal. Prices are subject to change at management discretion. During the year ended December 31, 2021 web hosting services was discontinued from our operating revenue streams. 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: - The Company is the primary obligor in the arrangement; - We have latitude in establishing price; - We have discretion in supplier selection; and The Company has credit risk 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: - The Company is the primary obligor in the arrangement; - We have latitude in establishing price; - We have discretion in supplier selection; and - The Company has credit risk During the year ended December 31, 2021 and 2020, we included $3,448,153 and $5,155,079 respectively, in revenue related to reimbursable costs. The deferred revenue and customer deposits as of December 31, 2021 and December 31, 2020 were $491,635 and $841,290, respectively. For the year ended December 31, 2021 and 2020, revenue was disaggregated into the five categories as follows: Year ended December 31, 2021 Year ended December 31, 2020 Third Parties Related Parties Total Third Parties Related Parties Total Data Sciences $ - $ - $ - $ 596,446 $ - $ 596,446 Design 2,027,152 - 2,027,152 2,390,676 - 2,390,676 Development 225,049 - 225,049 330,404 - 330,404 Digital Advertising 4,525,688 - 4,525,688 6,085,038 3,640 6,088,678 The Platform 90,372 - 90,372 - - - Total $ 6,868,261 $ - $ 6,868,261 $ 9,402,564 $ 3,640 $ 9,406,204 |
Liquidity and Operations
Liquidity and Operations | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
LIQUIDITY AND OPERATIONS | 4. LIQUIDITY AND OPERATIONS The Company had a net loss of $4,616,135 for the six months ended June 30, 2022, which includes net income from discontinued operations of zero, a net loss of $6,917,441 for the six months ended June 30, 2021, which includes net income from discontinued operations of $71,695, and net cash used in operating activities of $(2,923,954) and $(4,047,679), in the same periods, respectively. As of June 30, 2022, the Company had a short-term borrowing relationship with two lenders. The lenders provided short-term and long-term financing under a secured borrowing arrangement, using our accounts receivable as collateral, disclosed in footnote 6, as well as convertible notes disclosed in footnote 7. As of June 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. | 4. LIQUIDITY AND OPERATIONS The Company had a net loss of $8,482,771 for the year ended December 31, 2021, which includes net income from discontinued operations of $73,614, and $1,270,650 for the year ended December 31, 2020, which includes net income from discontinued operations of $205,713 and net cash used in operating activities of $(4,958,822) and used in operating activities of $(1,812,623), in the same periods, respectively. As of December 31, 2021, the Company had a short-term borrowing relationship with two lenders. The lenders provided short-term and long-term financing under a secured borrowing arrangement, using our accounts receivable as collateral or uncollateralized term loans, disclosed in footnote 7, as well as convertible notes disclosed in footnote 8. As of December 31, 2021, 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 or have sufficient capital to finance its growth and business operations, or that such capital will be available on terms that are favorable to the Company or at all. It could become difficult for the Company to obtain working capital and other business financing. There is no assurance that the Company would be able to obtain additional working capital through the sale of its securities or from any other source. |
Intangible Assets
Intangible Assets | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Intangible Assets | 5. INTANGIBLE ASSETS 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 June 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 six months ended June 30, 2022 and 2021, the Company included zero and $346, 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: June 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 six months ended June 30, 2022, and 2021 were zero and $346, respectively. | 6. INTANGIBLE ASSETS 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 which will be kept to protect the immediate history of the Company. The total recorded cost of this domain of $20,202 has been included in other assets on the balance sheet. As of December 31, 2021, we have 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 could be renewed 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 year ended December 31, 2021 and 2020, the Company included $6,380 and $690, 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. Customer List On November 15, 2017, the Company acquired WebTegrity, and we have calculated the value of the customer list acquired at $280,000, with a useful life of 3 years. During the year ended December 31, 2020, the Company performed our annual impairment analysis and we determined that the intangible assets of WebTegrity were impaired. Therefore, as of December 31, 2020, the remaining balance of this intangible asset of $7,161 was written off and included in loss on impairment of goodwill and intangible assets on the income statement. As of December 31, 2021 and December 31, 2020, the balance on this intangible asset was zero. Brand Name On November 15, 2017, the Company acquired WebTegrity, and we have calculated the value of the brand name at $130,000, which is included in other assets on the balance sheet. As of September 30, 2018, we have determined that this brand name 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 an indefinite useful life. In evaluating whether this brand had an indefinite useful life, the Company considered the following criteria: o Expected use – We expected to retain the name and brand, leveraging the good reputation and client following. Within the WordPress industry, the WebTegrity name was well known, and the founder of the company has been asked to speak at various conferences. o Expected useful life of related group – The WebTegrity name does not relate to another intangible asset or group of intangible assets. Therefore, this criterion was not considered. o Limits to useful life – There was no legal, regulatory, or contractual limitation to this intangible asset’s life. o Historical experience – This asset does not require an extension or renewal, in order for it to remain on our balance sheet. o Effects of other factors – We considered this criterion in determining useful life, especially since WebTegrity was in a highly competitive industry, mostly relying on the WordPress platform. We considered whether there was a chance of obsolescence or decline due to competition. We concluded that there was not a chance of obsolescence or decline due to competition. Even though there is much competition, WebTegrity produced a quality product with a great team, resulting in long term clients. o Maintenance required – There is no maintenance expenditure to obtain future cash flows. Therefore, this criterion was not taken into consideration. During the year ended December 31, 2020, the Company performed our annual impairment analysis and we determined that the intangible assets of WebTegrity were impaired. Therefore, as of December 31, 2020, the remaining balance of this intangible asset of $130,000 was written off and included in loss on impairment of goodwill and intangible assets on the income statement. As of December 31, 2021 and December 31, 2020, the balance on this intangible asset was zero. Goodwill On November 15, 2017, the Company acquired WebTegrity, and we have calculated the value of the goodwill at $430,000, which is included in other assets on the balance sheet. During the year ended December 31, 2020, the Company performed our annual impairment analysis and we determined that the goodwill and intangible assets of WebTegrity were impaired. Therefore, as of December 31, 2020, the balance of this goodwill of $430,000 was written off and included in loss on impairment of goodwill and intangible assets on the income statement. As of December 31, 2021 and December 31, 2020, the balance on this intangible asset was zero. The Company’s intangible assets consist of the following: December 31, 2021 December 31, 2020 Gross Accumulated Net Gross Accumulated Net Domain name and Trade Mark 20,202 - 20,202 30,201 (3,619 ) 26,582 Total $ 20,202 $ - $ 20,202 $ 30,201 $ (3,619 ) $ 26,582 Total amortization expense charged to operations for the year ended December 31, 2021, and 2020 were $6,380 and $72,294, respectively. As of December 31, 2021, the balance of intangible assets is zero. |
Credit Facilities
Credit Facilities | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Convertible Notes Payable [Abstract] | ||
CREDIT FACILITIES | 6. CREDIT FACILITIES None | 7. CREDIT FACILITIES Lines of Credit On November 30, 2016, CLWD Operations entered into a 12-month agreement wherein amounts due from our customers were pledged to a third party, in exchange for a borrowing facility in amounts up to a total of $400,000. The agreement was amended on March 23, 2017, which increased the allowable borrowing amount by $100,000, to a maximum of $500,000. On November 30, 2017, the agreement auto renewed for another twelve months. The proceeds from the facility are determined by the amounts we invoice our customers. We record the amounts due from customers in accounts receivable and the amount due to the third party as a liability, presented under “Lines of credit” on the Balance Sheet. The cost of this secured borrowing facility is 0.05% of the daily balance. During the year ended December 31, 2021 and 2020, the Company included $13,785 and $34,921, respectively, in interest expense, related to this secured borrowing facility, and as of December 31, 2021 and December 31, 2020, the outstanding balances were zero and $379,797, respectively. This borrowing facility had an expiration date of January 14, 2021 and was not renewed. On October 19, 2017, Parscale Digital entered into a 12 month agreement with a third party to pledge the rights to amounts due from our customers, in exchange for a borrowing facility in amounts up to a total of $500,000. The agreement was amended on April 12, 2018, which increased the allowable borrowing amount by $250,000, to a maximum of $750,000. The proceeds from the facility are determined by the amounts we invoice our customers. We evaluated this facility in accordance with ASC 860, classifying it as a secured borrowing arrangement. As such, we record the amounts due from customers in accounts receivable and the amount due to the third party as a liability, presented under “Lines of credit” on the Balance Sheet . On August 2, 2018, Giles Design Bureau, WebTegrity, and Data Propria entered into 12 month agreements with a third party to pledge the rights to amounts due from our customers, in exchange for borrowing facilities in amounts up to a total of $150,000, $150,000 and $600,000, respectively. The proceeds from the facility are determined by the amounts we invoice our customers. We evaluated these facilities in accordance with ASC 860, classifying as secured borrowing arrangements. As such, we record the amounts due from customers in accounts receivable and the amount due to the third party as a liability, presented under “Lines of credit” on the Balance Sheet. The cost of these secured borrowing facilities are 0.056%, 0.056% and 0.049%, respectively, of the daily balance. During the year ended December 31, 2021 and 2020, the Company included zero and $73,054, respectively, in interest expense, related to these secured borrowing facilities, and as of year ended December 31, 2021 and December 31, 2020, the combined outstanding balances were zero and zero, respectively. These three borrowing facilities had an expiration date of August 22, 2020 and were not renewed. These three borrowing facilities had an expiration date of August 22, 2020 and were not renewed. |
Convertible Notes Payable
Convertible Notes Payable | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Convertible Notes Payable [Abstract] | ||
CONVERTIBLE NOTES PAYABLE | 7. CONVERTIBLE NOTES PAYABLE During fiscal year 2019, the Company issued convertible promissory notes with variable conversion prices, as outlined below. The conversion prices for each of the notes was tied to the trading price of the Company’s common stock. Because of the fluctuation in stock price, the Company is required to report derivative gains and losses each quarter, which was included in earnings, and an overall derivative liability balance on the balance sheet. The Company also records a discount related to the convertible notes, which reduces the outstanding balance of the total amount due and presented as a net outstanding balance on the balance sheet. During the quarter ended June 30, 2020, all convertible notes that contained embedded derivative instruments were converted, leaving a derivative liability balance of zero. 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 June 30, 2022 and 2021 was zero. This note was converted within the terms of the agreement. | 8. CONVERTIBLE NOTES PAYABLE During fiscal year 2019, the Company issued convertible promissory notes with variable conversion prices, as outlined below. The conversion prices for each of the notes was tied to the trading price of the Company’s common stock. Because of the fluctuation in stock price, the Company is required to report derivative gains and losses each quarter, which was included in earnings, and an overall derivative liability balance on the balance sheet. The Company also records a discount related to the convertible notes, which reduces the outstanding balance of the total amount due and presented as a net outstanding balance on the balance sheet. During the year ended December 31, 2020, all convertible notes that contained embedded derivative instruments were converted, leaving a derivative liability balance of zero. On March 25, 2013, the Company issued a convertible promissory note (the “March 2013 Note”) in the amount of up to $100,000, at which time we received an initial advance of $50,000 to cover operational expenses. The lender, a related party, advanced an additional $20,000 on April 16, 2013, $15,000 on May 1, 2013 and $15,000 on May 16, 2013, for a total draw of $100,000. The terms of the March 2013 Note, as amended, allowed the lender to convert all or part of the outstanding balance plus accrued interest, at any time after the effective date, at a conversion price of $0.004 per share. The March 2013 Note bore interest at a rate of 10% per year and matured on March 25, 2018. On May 23, 2014, the lender converted $17,000 of the outstanding balance and accrued interest of $1,975 into 4,743,699 shares of common stock. On October 14, 2014, the lender converted $17,000of the outstanding balance and accrued interest of $2,645 into 4,911,370 shares of common stock. On April 17, 2018, the lender converted $16,000 of the outstanding balance and accrued interest of $8,106 into 6,026,301 shares of common stock. On June 23, 2020, the lender converted $50,000 of the outstanding balance and accrued interest of $36,260 into 21,565,068 shares of common stock. The balance of the March 2013 Note, as of December 31, 2021 was zero. This note was converted within the terms of the agreement. 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, allow 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, it was 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, 2020. During the year ended December 31, 2020, it was 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 December 31, 2021, was zero. This note was converted within the terms of the agreement. On January 31, 2019 the Company issued a promissory note (the “January 31, 2019 Note”) in the amount of $53,500 at which time the Company received $50,000, and the remaining $3,500 was retained by the lender to cover legal and administrative cost. The proceeds were used to cover operational expenses. The January 31, 2019 Note bore interest at a rate of 10% per year, had a maturity date of January 31, 2020, and was convertible into common stock 180 days after issuance. The conversion price was calculated as a 39% discount to the lowest trading prices during the 15 trading days prior to conversion. During the year ended December 31, 2020, the lender converted the entire balance of $53,500, plus $3,165 interest and fee into 56,483,670 shares. During the year ended December 31, 2021, the lender converted $3,935 accrued interest and fees into 4,300,327 shares, leaving a balance of zero. Because the Company records the value of convertible notes at fair value, no gain or loss is recorded upon conversion. This note was converted within the terms of the agreement. As of December 31, 2021, the balance of the January 31, 2019 Note was zero. On February 21, 2019 the Company issued a promissory note (the “February 21, 2019 Note”) in the amount of $53,000 at which time the Company received $50,000, and the remaining $3,000 was retained by the lender to cover legal and administrative cost. The proceeds were used to cover operational expenses. The February 21, 2019 Note bore interest at a rate of 10% per year, had a maturity date of February 21, 2020, and was convertible into common stock 180 days after issuance. The conversion price was calculated as a 39% discount to the average of the two lowest trading prices during the 20 trading days prior to conversion. During the year ended December 31, 2020, the lender converted the entire balance of $53,000, plus $2,650 interest into 62,281,512 shares, leaving a balance of zero. Because the Company records the value of convertible notes at fair value, no gain or loss is recorded upon conversion. This note was converted within the terms of the agreement. As of December 31, 2021, the balance of the February 21, 2019 Note was zero. On May 2, 2019 the Company issued a convertible promissory note (the “May 2, 2019 Note”) in the amount of $48,500 at which time the Company received $45,000, and the remaining $3,500 was retained by the lender to cover legal and administrative cost. The proceeds were used to cover operational expenses. The May 2, 2019 Note bore interest at a rate of 10% per year, had a maturity date of May 2, 2020, and was convertible into common stock 180 days after issuance. The conversion price was calculated as a 39% discount to the lowest trading price during the 15 trading days prior to conversion. The conversion feature of the May 2, 2019 Note was considered a derivative in accordance with current accounting guidelines because of the reset conversion features of the May 2, 2019 Note. The fair value of the May 2, 2019 Notes has been determined by using the Binomial lattice formula from the effective date of the note. During the year ended December 31, 2020, the lender converted $40,772 principal and fees into 39,200,000 shares, and $13,578 principal, interest and fees into 22,258,360 shares, leaving a balance of zero. This note was converted within the terms of the agreement. On July 16, 2019 the Company issued a convertible promissory note (the “July 16, 2019 Note”) in the amount of $43,000 at which time the Company received $40,000, and the remaining $3,000 was retained by the lender to cover legal and administrative cost. The proceeds were used to cover operational expenses. The July 16, 2019 Note bore interest at a rate of 10% per year, had a maturity date of July 10, 2020, and was convertible into common stock 180 days after issuance. The conversion price was calculated as a 39% discount to the lowest trading price during the 15 trading days prior to conversion. Because the conversion feature of the July 16, 2019 Note was not available to the lender, as of September 30, 2020, the July 16, 2019 Note was not considered a derivative. The Company included the July 16, 2019 Note in the valuation and accounting for derivatives once the 180 days conversion restriction period expired. During the year ended December 31, 2020, the lender converted $52,300 principal, interest, and fees into 91,500,000 shares, leaving a balance of zero. This note was converted within the terms of the agreement. On September 4, 2019 the Company issued a convertible promissory note (the “September 4, 2019 Note”) in the amount of $53,000 at which time the Company received $50,000, and the remaining $3,000 was retained by the lender to cover legal and administrative cost. The proceeds were used to cover operational expenses. The September 4, 2019 Note bore interest at a rate of 10% per year, had a maturity date of September 4, 2020, and was convertible into common stock 180 days after issuance. The conversion price was calculated as a 39% discount to the average of the two lowest trading prices during the 20 trading days prior to conversion. Because the conversion feature of the September 4, 2019 Note was not available to the lender, as of December 31, 2020, the September 4, 2019 Note was not considered a derivative. The Company included the September 4, 2019 Note in the valuation and accounting for derivatives once the 180 days conversion restriction period expired. During the year ended December 31, 2020, the lender converted $48,000 principal into 35,357,143 shares and $7,650 principal and interest into 7,806,122 shares, leaving a balance of zero. This note was converted within the terms of the agreement. On December 2, 2019 the Company issued a convertible promissory note (the “December 2, 2019 Note”) in the amount of $38,000 at which time the Company received of $35,000, and the remaining $3,000 was retained by the lender to cover legal and administrative cost. The proceeds were used to cover operational expenses. The December 2, 2019 Note bore interest at a rate of 10% per year, had a maturity date of December 2, 2020, and was convertible into common stock 180 days after issuance. The conversion price was calculated as a 39% discount to the average of the two lowest trading prices during the 20 trading days prior to conversion. Because the conversion feature of the December 2, 2019 Note was not available to the lender, as of December 31, 2020, the December 2, 2019 Note was not considered a derivative. On June 1, 2020, the Company repaid the remaining balance of the December 2, 2019 note, of $55,824, which includes principal, interest and prepayment penalty, leaving a balance of zero. The prepayment penalty of $16,528 was included in interest expense for the year ended June 30, 2020. On December 5, 2019 the Company issued a convertible promissory note (the “December 5, 2019 Note”) in the amount of $53,000 at which time the Company received of $50,000, and the remaining $3,000 was retained by the lender to cover legal and administrative cost. The proceeds were used to cover operational expenses. The December 5, 2019 Note bore interest at a rate of 10% per year, had a maturity date of December 5, 2020, and was convertible into common stock 180 days after issuance. The conversion price was calculated as a 39% discount to the average of the two lowest trading prices during the 20 trading days prior to conversion. Because the conversion feature of the December 5, 2019 Note was not available to the lender, as of December 31, 2020, the December 5, 2019 Note was not considered a derivative. On June 3, 2020, the Company repaid the remaining balance of the December 2, 2019 note, of $77,859, which includes principal, interest and prepayment penalty, leaving a balance of zero. |
Notes Payable
Notes Payable | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Notes Payable Disclosure [Abstract] | ||
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 June 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 June 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 June 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 June 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 June 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 June 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 June 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 June 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 June 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 June 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 a 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 bore interest at a rate of 5% per year and was 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 was $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 per share which the Company valued at $2,820,000 at the time of issuance and recorded as interest expense. As of June 30, 2022, and December 31, 2021, the notes payable due to related parties totaled zero and zero, respectively. Third Party Notes Payable On October 21, 2020, the Company issued a promissory note (the “October 2020 Note”) in the amount of $600,000, at which time $548,250 was received after subtracting lender costs. The October 2020 Note bore interest at a rate of 12% per year, with 12 months of interest guaranteed. The Company issued 32,232,333 shares of our common stock in connection with this borrowing, which required the recording of a discount in the amount of $299,761 against the balance, amortized over the term of the note. During the nine months ended September 30, 2021, the Company paid off the balance owed on the October 2020 Note of $672,000 and amortized the debt discount of $242,274. As of June 30, 2022, the balance owed on the October 2020 Note was zero. On December 10, 2020, the Company issued a promissory note (the “December 2020 Note”) in the amount of $150,000, at which time $130,875 was received after subtracting lender costs. The December 2020 Note bore interest at a rate of 12% per year, with 12 months of interest guaranteed. The Company issued 5,769,230 shares of our common stock in connection with this borrowing, which required the recording of a discount in the amount of $34,615 against the balance, amortized over the term of the note. During the nine months ended September 30, 2021, the Company paid off the balance owed on the December 2020 Note of $152,614 and amortized the debt discount of $32,718. As of June 30, 2022, the balance owed on the December 2020 Note was zero. 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. 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 December 31, 2021 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 December 31, 2021 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 December 31, 2021 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 December 31, 2021 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 December 31, 2021 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 December 31, 2021 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 December 31, 2021 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 December 31, 2021 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 December 31, 2021 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 December 31, 2021 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 17, 2020, the Company exchanged the below related party notes payable for 2,597 shares of Series G preferred stock. The table includes the balances of each note, on the date of the exchange. During the year ended December 31, 2020, the Company included $560 in interest expense, related to the exchanged notes. As of December 31, 2020, the balances of the exchanged notes were zero. Note Date Principal Accrued Total Due Gain on Series G November 30, 2017 $ 30,000 $ 3,197 $ 33,197 $ 70 331 January 30, 2018 72,000 7,072 79,072 168 789 February 1, 2018 85,000 8,314 93,314 198 931 July 23, 2019 25,000 610 25,610 58 256 August 20, 2019 10,000 205 10,205 23 102 August 28, 2019 18,500 360 18,860 43 188 Total $ 240,500 $ 19,758 $ 260,258 $ 560 2,597 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 bears interest at a rate of 5% per year and is not convertible into shares of common stock of the Company. The note had a maturity date of January 28, 2022, and a 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, at year end December 31, 2021 was $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. On November 29, 2021, the Company issued 26,316,264 shares of common stock and $428,652 in cash in exchange for the cancellation of “February 17, 2021” Note. As of December 31, 2021, and December 31, 2020, the notes payable due to related parties totaled zero and $792,235, respectively. Third Party Notes Payable On June 29, 2018, the Company issued a promissory note (the “June 2018 Note”), in the amount of $750,000, at which time the Company received $735,000. The remaining $15,000 was retained by the lender as an origination fee. On February 28, 2019 the promissory note was refinanced, and the balance increased to $1,000,000(the “February 28, 2019 Note”). As of the date of closing the lender withheld $25,443 from the $375,000balance increase as an origination fee, netting $349,557 to the Company, and on April 3, 2019 the Company received the remaining $250,000. The February 28, 2019 Note bore interest at a rate of 18% per year and is amortized over 12 months. During the year ended December 31, 2020, the Company made payments totaling $506,919 and included $64,326 in interest expense related to this note. As of December 31, 2021 and December 31, 2020, the outstanding balance on the February 28, 2019 Note was zero. On May 5, 2020, the Company issued a promissory note (the “May 2020 Note”) in the amount of $780,680, at which time the entire balance of $780,680 was received to cover payroll and other operating expenses. This May 2020 Note was issued through the Small Business Administration Paycheck Protection Program (the “PPP Program”), and bears interest at a rate of 1% per year. The PPP Program loans allow a deferment period of 6 months, which would require payments to be made starting November 5, 2020. On November 13, 2020, the May 2020 Note was forgiven in full. As of December 31, 2021 and December 31, 2020, the balance on the May 2020 Note was zero, and the Company recorded a gain in the amount of $780,680. On October 21, 2020, the Company issued a promissory note (the “October 2020 Note”) in the amount of $600,000, at which time $548,250 was received after subtracting lender costs. The October 2020 Note bore interest at a rate of 12% per year, with 12 months of interest guaranteed. The Company issued 32,232,333 shares of our common stock in connection with this borrowing, which required the recording of a discount in the amount of $299,761 against the balance, amortized over the term of the note. On September 30, 2021, the Company paid off the balance owed on the October 2020 Note of $672,000 and amortized the debt discount of $242,274. As of December 31, 2021, the balance owed on the October 2020 Note was zero. On December 10, 2020, the Company issued a promissory note (the “December 2020 Note”) in the amount of $150,000, at which time $130,875 was received after subtracting lender costs. The December 2020 Note bore interest at a rate of 12% per year, with 12 months of interest guaranteed. The Company issued 5,769,230 shares of our common stock in connection with this borrowing, which required the recording of a discount in the amount of $34,615 against the balance, amortized over the term of the note. On September 30, 2021, the Company paid off the balance owed on the December 2020 Note of $152,614 and amortized the debt discount of $32,718. As of December 31, 2021, the balance owed on the December 2020 Note was zero. 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 complies 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 is 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. |
Derivative Liabilities
Derivative Liabilities | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Derivative Liabilities | 9. DERIVATIVE LIABILITIES None | 10. DERIVATIVE LIABILITIES During the prior year, the Company determined that the convertible notes outstanding as of December 31, 2021 contained embedded derivative instruments as the conversion price was based on a variable that was not an input to the fair value of a “fixed-for-fixed” option as defined under FASB ASC Topic No. 815 – 40. During the quarter ended September 30, 2020, all convertible notes that contained embedded derivative instruments were converted, leaving a derivative liability balance of zero. As of December 31, 2021 and 2020 the derivative balance is zero. During the year ended December 31, 2021 and 2020, the Company incurred losses of $0 and $0, respectively, on the conversion of convertible notes. In connection with the convertible notes, for the year ended December 31, 2021 and 2020, the Company recorded $329 and $37,787, respectively, of interest expense and zero and $270,607 respectively, of debt discount amortization expense. As of December 31, 2021, and 2020, the Company had approximately zero and zero, respectively, of accrued interest related to the convertible notes that contained embedded derivative. |
Capital Stock
Capital Stock | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Stockholders' Equity Note [Abstract] | ||
CAPITAL STOCK | 10. CAPITAL STOCK At June 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 six months ended June 30, 2022 and 2021, we paid dividends of $0 and $148,705, respectively, to the holders of Series A Preferred stock. As of June 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 June 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 June 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 June 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 June 30, 2022, the Company had 86,021 shares of Series D Preferred Stock outstanding. During the six months ended June 30, 2022, and 2021, we paid dividends of $0, and $257,609 respectively, to the holders of Series D Preferred stock. As of June 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 June 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 June 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 June 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 June 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. On November 29, 2021, sixty days after the issuance of the shares of Series H Preferred stock, the Company redeemed all outstanding shares of Series H Preferred stock in accordance with the terms thereof. As of December 31, 2021, there was zero shares of Series H Preferred stock outstanding . Registered Direct Offering 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), 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 nor was 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 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. As of June 30, 2022, the Investor purchased 77,420,000 shares of common stock and the Company received net proceeds of $940,159, 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. | 11. CAPITAL STOCK At December 31, 2021 and 2020, the Company’s authorized common stock consists of 10,000,000,000 and 2,000,000,000 shares of common stock, par value $0.001 per share. The Company is also authorized to issue 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 year ended December 31, 2021 and 2020, we paid dividends of $148,705 and $20,000, respectively, to the holders of Series A Preferred stock. 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. 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 an 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 December 31, 2021, 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 an 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 December 31, 2021, 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 December 31, 2021, the Company had 86,021 shares of Series D Preferred Stock outstanding. During the year ended December 31, 2021, and 2020, we paid dividends of $257,609, and zero respectively, to the holders of Series D Preferred stock. As of December 31, 2021, 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. Series E Preferred Stock shall not be entitled to vote, as a separate class or otherwise, on any matter presented to the stockholders of the Company for their action or consideration at any meeting of stockholders of the Company. As of December 31, 2021, the Company had 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. 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 June 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 December 31, 2021, the Company had zero shares of Series F Preferred Stock outstanding, and an accrued dividend balance of zero. Series G Preferred 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 December 31, 2021, the Company had 2,597 shares of Series G Preferred Stock outstanding. Series H Preferred On March 18, 2021, the Company designated 1,000 shares of its preferred stock as Series H Preferred Stock. 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. As of March 31, 2021, the Company had 1,000 shares of Series H Preferred Stock outstanding and held by Andrew Van Noy, the Chief Executive Officer of the Company. 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. For the quarter ended March 31, 2021, the Company estimated the value of the Series H Preferred shares to be $5,000,000, which was included in SG&A expenses on the Income Statement and in cash flows from operating activities on the statement of cash flows. During the six months ended June 30, 2021 the Series H Preferred stock was revalued at $369,596, and the Company recorded a reduction to the value by $4,630,404. On May 18, 2021, sixty days after the issuance of the shares of Series H Preferred stock, the Company redeemed all outstanding shares of Series H Preferred stock in accordance with the terms thereof. 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 chief executive officer, for services rendered. 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. As of September 30, 2021 the Company had 1,000 shares of Series H Preferred Stock outstanding and held by Andrew Van Noy, the Chief Executive Officer of the Company. The 1,000 shares of Series H Preferred stock provide 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. During the year ended December 31, 2021 the Series H preferred was valued at $511,363, which was included in SG&A expenses on the Income Statement and in cash flows from operating activities on the statement of cash flows. On November 29, 2021, sixty days after the issuance of the shares of Series H Preferred stock, the Company redeemed all outstanding shares of Series H Preferred stock in accordance with the terms thereof. At December 31, 2021, there were zero shares of Series H Preferred stock outstanding . Registered Direct Offering 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 common stock (at an exercise price of $0.001), and 142,857,143 warrants to purchase common stock for gross proceeds of $10,000,000 ($8,500,493 net proceeds of which was received February 23, 2021 and $57,857 was received upon exercise of the prefunded warrants), On March 5, 2021, we entered into an amendment agreement 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, so no discount was offered nor was 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. |
Stock Options and Warrants
Stock Options and Warrants | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Disclosure Text Block Supplement [Abstract] | ||
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 September 18, 2017, we granted non-qualified stock options to purchase up to 1,800,000 shares of our common stock to three key employees, at a price of $0.05 per share. The stock options vest equally over a period of 36 months and expire September 18, 2022. These options were exercisable on a cashless basis. During the year ended December 31, 2020, two of the employees who held 1,200,000 options, collectively, left the company and the options were forfeited, and during the period ended June 30, 2020, a key employee who held 600,000 options left the Company and the options were forfeited. 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. During the year ended December 31, 2021, a key employee who held 20,000,000 options left the Company, and the options were forfeited. During the quarter ended June 30, 2022, 1,000,000 options were exercised on a cashless basis, resulting in the issuance of 912,442 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 August 18, 2021, we granted non-qualified stock options to purchase up to 5,000,000 shares of our common stock to a key employee, at an exercise price of $0.0017 per share. The stock options vest equally over a period of 36 months and expire August 18, 2026. These options are exercisable on a cashless basis, any time after August 18, 2022. 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 Company used the historical industry index to calculate volatility, since the Company’s stock history did not represent the expected future volatility of the Company’s common stock. The fair value of options granted during the six months ending June 30, 2022 and 2021, were determined using the Black Scholes method with the following assumptions: Six months ended Six months ended 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: Six months ended Six months ended June 30, 2022 June 30, 2021 Options Weighted average exercise Options Weighted average exercise Outstanding - beginning of year 768,233,332 $ 0.0052 429,675,799 $ 0.0052 Granted 122,500,000 0.0068 368,000,000 0.0068 Exercised (1,000,000 ) 0.0019 (11,442,467 ) 0.0075 Forfeited - - - - Outstanding - end of year 889,733,332 $ 0.0092 786,233,332 $ 0.0058 Exercisable at the end of year 575,827,396 $ 0.0068 321,460,729 $ 0.0069 Weighted average fair value of options granted during the year $ 2,580,600 $ 2,502,400 As of June 30, 2022, and December 31, 2021, the intrinsic value of the stock options was approximately $3,419,267 and $5,256,720, respectively. Stock option expense for the six months ended June 30, 2022, and 2021 were $894,117 and $491,473, respectively. The Black Scholes option valuation model was developed for use in estimating the fair value of traded options, which do not have vesting restrictions and are fully transferable. In addition, option valuation models require the input of highly subjective assumptions, including the expected stock price volatility. Because the Company’s employee stock options have characteristics significantly different from those of traded options, and because changes in the subjective input assumptions can materially affect the fair value estimate, in management’s opinion, the existing models do not necessarily provide a reliable single measure of the fair value of its employee stock options. The weighted average remaining contractual life of options outstanding, as of June 30, 2022 was as follows: Exercise prices Number of options outstanding Weighted Average remaining $ 0.015 35,000,000 0.15 $ 0.0131 60,000,000 0 $ 0.013 15,000,000 0 $ 0.0068 367,000,000 3.52 $ 0.0053 10,000,000 0.12 $ 0.0019 258,233,332 2.55 $ 0.0018 17,000,000 2.93 $ 0.017 5,000,000 4.14 $ 0.0295 122,500,000 2.59 889,733,332 Warrants As of June 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 six months ended June 30, 2022 and 2021, were determined using the Black Scholes method with the following assumptions: Six months ended Six months ended June 30, June 30, 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: Six months ended Six months ended June 30, 2022 June 30, 2021 Warrants Weighted average Warrants Weighted average Outstanding - beginning of period 162,703,869 $ 0.007 20,912,852 $ 0.007 Issued - - 240,000,001 0.037 Exercised - - (76,280,412 ) 0.007 Forfeited - - - - Outstanding - end of period 162,703,869 $ 0.048 184,632,441 $ 0.047 Exercisable at the end of period 162,703,869 $ 0.048 184,632,441 $ 0.047 Weighted average fair value of warrants granted during the period $ 7,792,900 $ 8,720,357 Warrant expense for the six months ended June 30, 2022, and 2021 were $0 and $983,571, respectively. | 12. 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 allow the optionee to exercise 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 used to obtain those shares of common stock. 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 September 18, 2017, we granted non-qualified stock options to purchase up to 1,800,000 shares of our common stock to three key employees, at a price of $0.05 per share. The stock options vest equally over a period of 36 months and expire September 18, 2022. These options allow the optionee to exercise on a cashless basis, resulting in no cash payment to the company upon exercise. During the year ended December 31, 2020, two of the employees who held 1,200,000 options, collectively, left the company and the options were forfeited, and during the period ended June 30, 2020, a key employee who held 600,000 options left the Company and the options were forfeited. 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 allow the optionee to exercise 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. During the year ended December 31, 2021, a key employee who held 20,000,000 options left the Company, and the options were forfeited. 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 are exercisable on a cashless basis, resulting in no cash payment to the Company upon exercise, 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 August 18, 2021, we granted non-qualified stock options to purchase up to 5,000,000 shares of our common stock to a key employee, at an exercise price of $0.0017 per share. The stock options vest equally over a period of 36 months and expire August 18, 2026. These options are exercisable on a cashless basis, any time after August 18, 2022. The Company used the historical industry index to calculate volatility, since the Company’s stock history did not represent the expected future volatility of the Company’s common stock. The fair value of options granted during the year ended December 31, 2021 and 2020, were determined using the Black Scholes method with the following assumptions: Year Ended Year Ended Risk free interest rate 1.86 % 1.86 % Stock volatility factor 272 % 272 % Weighted average expected option life 5 years 5 years Expected dividend yield 0 % 0 % A summary of the Company’s stock option activity and related information follows: Year Ended December 31, Year Ended December 31, Options Weighted Options Weighted Outstanding - beginning of year 429,675,799 $ 0.0051 150,275,799 $ 0.0160 Granted 373,000,000 0.0068 300,000,000 0.0018 Exercised (13,442,467 ) 0.0066 - - Forfeited (21,000,000 ) 0.0021 (20,600,000 ) 0.0400 Outstanding - end of year 768,233,332 $ 0.0060 429,675,799 $ 0.0051 Exercisable at the end of year 471,914,611 $ 0.0063 223,165,297 $ 0.0081 Weighted average fair value of options granted during the year $ 2,580,600 $ 568,300 As of December 31, 2021, and December 31, 2020, the intrinsic value of the stock options was approximately $5,256,720 and 1,366,650, respectively. Stock option expense for the year ended December 31, 2021, and 2020 were $1,247,048 and $390,035, respectively. The Black Scholes option valuation model was developed for use in estimating the fair value of traded options, which do not have vesting restrictions and are fully transferable. In addition, option valuation models require the input of highly subjective assumptions, including the expected stock price volatility. Because the Company’s employee stock options have characteristics significantly different from those of traded options, and because changes in the subjective input assumptions can materially affect the fair value estimate, in management’s opinion, the existing models do not necessarily provide a reliable single measure of the fair value of its employee stock options. The weighted average remaining contractual life of options outstanding, as of December 31, 2021 was as follows: Exercise prices Number of options outstanding Weighted Average remaining contractual life (years) $ 0.0150 35,000,000 0.65 $ 0.0131 60,000,000 0.09 $ 0.0130 15,000,000 0.22 $ 0.0068 367,000,000 4.02 $ 0.0053 10,000,000 0.62 $ 0.0019 259,233,332 3.05 $ 0.0018 17,000,000 3.42 $ 0.0170 5,000,000 4.63 768,233,332 Warrants During the fiscal year ended December 31, 2021 the Company issued 240,000,001 warrants through four agreements, which are exercisable immediately on a cashless basis at prices ranging from $0.005 to $0.0454 per share. As of December 31, 2021, and 2020, there were 162,703,869 and 20,912,852 warrants outstanding, respectively. The fair value of warrants granted during the year ended December 31, 2021 and 2020, were determined using the Black Scholes method with the following assumptions: Year Ended Year Ended Risk free interest rate 0.40 – 0.42 % 0.40 – 0.42 % Stock volatility factor 335.7 - 337.1 % 335.7 - 337.1 % Weighted average expected warrant life 5 years 5 years Expected dividend yield 0 % 0 % A summary of the Company’s warrant activity and related information follows: Year Ended Year Ended Warrants Weighted average exercise price Warrants Weighted average exercise price Outstanding - beginning of period 20,912,852 $ 0.007 10,000,000 $ 0.007 Issued 240,000,001 0.037 10,912,852 0.007 Exercised (98,208,984 ) 0.007 - - Forfeited - - - - Outstanding - end of period 162,703,869 $ 0.048 20,912,852 $ 0.007 Exercisable at the end of period 162,703,869 $ 0.048 20,912,852 $ 0.007 Weighted average fair value of warrants granted during the period $ 7,792,900 $ 98,343 Warrant expense for the year ended December 31, 2021, and 2020 were $983,571 and $98,343, respectively. The weighted average remaining contractual life of warrants outstanding, as of December 31, 2021 was as follows: Exercise prices Number of warrants outstanding Weighted Average remaining contractual life (years) $ 0.0875 10,714,286 4.14 $ 0.0454 151,000,000 4.14 $ 0.0072 989,583 3.95 162,703,869 |
Related Parties
Related Parties | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Related Party Transactions [Abstract] | ||
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 June 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. 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 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 chief executive officer, for services rendered. On November 29, 2021, sixty days after the issuance of the shares of Series H Preferred stock, the Company redeemed all outstanding shares of Series H Preferred stock in accordance with the terms thereof. As of December 31, 2021, there was zero shares of Series H Preferred stock outstanding . | 13. 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 are due and payable upon maturity on August 31, 2021, and a prepayment of the note is 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. As of December 31, 2021, and December 31, 2020, the notes payable due to related parties totaled zero and $792,235, respectively. Brad Parscale served on the board of directors of the Company from the acquisition of Parscale Creative on August 1, 2017 until his resignation on December 10, 2019. Mr. Parscale is also the owner of Parscale Strategy, LLC. During the year ended December 31, 2021 and 2020, the Company earned zero and $3,640, respectively, in revenue from providing services to Parscale Strategy, and as of December 31, 2021 and December 31, 2020, Parscale Strategy had an outstanding accounts receivable of zero and zero, respectively. On August 1, 2017, Parscale Digital signed a lease with Bureau, Inc., a related party, to provide a workplace for the employees of Parscale Digital. 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. Details of this lease are included in Note 15. On March 18, 2021, the Company issued 1,000 shares of its Series H Preferred Stock to the 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 Chief Executive Officer, for services rendered. See Note 11. |
Concentrations
Concentrations | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Concentrations [Abstract] | ||
CONCENTRATIONS | 13. CONCENTRATIONS For the six months ended June 30, 2022 and 2021, the Company had four major customers who represented approximately 45% and 54% of total revenue, respectively. At June 30, 2022 and December 31, 2021, accounts receivable from five and four customers, represented approximately 64% and 58% 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. CONCENTRATIONS For the year ended December 31, 2021 and 2020, the Company had three and two major customers that represented approximately 49% and 34% of total revenue, respectively. At December 31, 2021 and December 31, 2020, accounts receivable from three and two customers, represented approximately 57% and 32% 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. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | ||
COMMITMENTS AND CONTINGENCIES | 14. COMMITMENTS AND CONTINGENCIES Leases In February 2016, the FASB issued ASU 2016-02, “Leases” Topic 842, which amends the guidance in former ASC Topic 840, 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 June 30, 2022, the company recognized ROU assets of $9,719 and lease liabilities of $9,719. 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 June 30, 2022, it is unclear whether we will attempt to extend this lease beyond the July 31, 2022 expiration date. However, because the lease expiration is greater than twelve months, the lease liability is 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 January 1, 2019, 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 June 30, 2022, the ROU asset and liability balances of this lease were $9,719 and $9,719, respectively. Total operating lease expense for the six months ended June 30, 2022 and 2021 was $56,650 and $51,281, respectively. The Company is also required to pay its pro rata share of taxes, building maintenance costs, and insurance in according to the lease agreement. 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. During the quarter ended June 30, 2021, the Company paid off the remainder of the reduced balance of $10,500 and recorded a gain on extinguishment of debt of $186,802 per the agreed terms. As of June 30, 2022, and December 31, 2021, the outstanding balance was zero and zero, respectively. Finance Leases On August 1, 2017, Parscale Digital signed a lease agreement with Parscale Strategy, a 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. We have evaluated this lease in accordance with ASC 842-20 and determined that it meets the definition of a finance lease. The following is a schedule of the net book value of the finance lease. Assets June 30, December 31, 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 Leased asset balance $ 9,719 $ - Liability balance 9,719 - Cash flow (non-cash) - - Interest expense $ 81 $ - 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 2022 9,800 - 2023 - - Thereafter - - Total $ 9,800 $ - Less imputed interest (81 ) - Total liability $ 9,719 $ - Other information related to leases is as follows: Lease Type Weighted Average Weighted Average Operating Leases 1 months 10 % Finance Leases 0 months 10 % (1) This discount rate is consistent with our borrowing rates from various lenders. 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. COMMITMENTS AND CONTINGENCIES Leases In February 2016, the FASB issued ASU 2016-02, “Leases” Topic 842, which amends the guidance in former ASC Topic 840, 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 December 31, 2021, the company recognized ROU assets of $66,369 and operating lease liabilities of $66,369. 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, Parscale Digital 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 December 31, 2021, it is unclear whether we will attempt to extend this lease beyond the July 31, 2022 expiration date. The lease expires in less than twelve months, however, the lease liability remains 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 January 1, 2019, 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. On November 18, 2021 the lease agreement with Bureau Inc. was terminated and transferred to the new landlord Irish Flats Investment. The terms of the lease agreement remained the same. As of December 31, 2021, the ROU asset and liability balances of this lease were $66,369 and $66,369, respectively. Total operating lease expense for the year ended December 31, 2021 and 2020 was $178,880 and $155,119, respectively. The Company is also required to pay its pro rata share of taxes, building maintenance costs, and insurance in according to the lease agreement. 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. During the quarter ended September 30, 2021, the Company paid off the remainder of the reduced balance $10,500 and recorded a gain on extinguishment of debt of $186,802 per the agreed terms. As of December 31, 2021, and December 31, 2020, the outstanding balance was zero and $12,600, respectively. Finance Leases On August 1, 2017, Parscale Digital signed a lease agreement with Parscale Strategy, a related party, for the use of office equipment and furniture. The lease provides for 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. It is certain that the Company will exercise this purchase option. We have evaluated this lease in accordance with ASC 840-30 and determined that it meets the definition of a finance lease. The following is a schedule of the net book value of the finance lease. Assets December 31, December 31, Leased equipment under finance lease, $ 100,097 $ 100,097 less accumulated amortization (100,097 ) (84,837 ) Net $ - $ 15,260 Below is a reconciliation of leases to the financial statements. ROU Finance Leased asset balance $ 66,369 $ - Liability balance 66,369 - Cash flow (non-cash) - - Interest expense $ 2,231 $ - The following is a schedule, by years, of future minimum lease payments required under the operating and finance leases. Years Ending December 31, ROU Finance 2021 68,600 - 2022 - - 2023 - - Thereafter - - Total $ 68,600 $ - Less imputed interest (2,231 ) - Total liability $ 66,369 $ - Other information related to leases is as follows: Lease Type Weighted Weighted Operating Leases 7 months 10 % Finance Leases 0 months 10 % (1) This discount rate is consistent with our borrowing rates from various lenders. 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 the time are considered to be material to the Company’s business or financial condition. |
Supplemental Statement of Cash
Supplemental Statement of Cash Flows Information | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Supplemental Cash Flow Elements [Abstract] | ||
SUPPLEMENTAL STATEMENT OF CASH FLOWS INFORMATION | 15. SUPPLEMENTAL STATEMENT OF CASH FLOWS INFORMATION During the six months ended June 30, 2022, there were the following non-cash activities . - The values of the ROU operating lease assets and liabilities each declined $56,650, netting to zero on the statement of cash flows. - The holder of 1,000,000 stock options exercised their options into 912,442 shares of common stock in the amount of $912. During the six months ended June 30, 2021, there were the following non-cash activities. - Certain lenders converted a total of $183,131 of principal, interest, and fees, into 18,313,074 common shares. - The values of the ROU operating lease assets and liabilities each declined $51,281, netting to zero on the statement of cash flows. - The holders of 10,000 shares of Series A Preferred stock converted all shares into 100,000,000 shares of common stock. - The holders of 3,979 shares of Series D Preferred stock converted into 9,947,500 shares of common stock. - The holders of 11,442,467 stock options exercised their options into 8,831,939 shares of common stock. - The holders of 76,280,412 warrants exercised their warrants into 73,867,536 shares of common stock. | 16. SUPPLEMENTAL STATEMENT OF CASH FLOWS INFORMATION During the year ended December 31, 2021, there were the following non-cash activities. - Certain related party converted a total of $183,131 of principal, interest and fees, into 18,313,074 common shares and the Company issued 25,000,000 shares in connection with the issuance of February17, 2021 Term Note and February 17, 2021 Refinance Note, which the Company valued at $2,820,000 and included in interest expense. - The values of the ROU operating leases assets and liabilities each declined $105,180, netting to zero on the statement of cash flows. - The holders of 10,000 shares of Series A Preferred stock converted all shares into 100,000,000 shares of common stock in the amount of $100,000. - The holders of 3,979 shares of Series D Preferred stock converted into 9,947,500 shares of common stock in the amount of $9,948. - The holders of 13,109,133 stock options exercised their options into 11,107,503 shares of common stock in the amount of $11,108. - The holders of 19,923,269 warrants exercised their warrants into 17,313,024 shares of common stock in the amount of $17,314. - The Company issued 26,316,264 shares of common stock to a related party the value of the common shares recorded was $394,743. During the year ended December 31, 2020, there were the following non-cash activities. - Certain lenders converted a total of $291,940 of principal, interest and fees, into 226,300,034 common shares. As a result of these conversions, we recorded a reduction to the derivative liability of $339,105. - The values of the ROU operating leases assets and liabilities each declined $95,209, netting to zero on the statement of cash flows - Recorded an initial derivative discount for notes that became convertible during the period, in the amount of $127,273. - A related party lender exchanged $259,698 of principal and interest for 2,597 shares of Series G Preferred Stock. - Recorded the value of shares issued to lenders in the amount of $334,377. |
Subsequent Events
Subsequent Events | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Subsequent Events [Abstract] | ||
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. - On July 21, 2022 Andrew Van Noy resigned as Chief Executive Officer of the Company and will continue to serve as Chairman of the Board of the Company. - Only July 21, 2022 Gerald Hug was appointed as Director and Chief Executive Officer of the Company. On July 28, 2022, the “Company” entered into an amendment to the Company’s purchase agreement, dated March 28, 2022 (the “Purchase Agreement”) with GHS Investments, LLC (“GHS”). As previously disclosed, the Purchase Agreement provides that, subject to the conditions and limitations set forth therein, the Company may sell to GHS, in 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. | 18. SUBSEQUENT EVENTS. 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 allow the optionee to exercise on a cashless basis, resulting in no cash payment to the Company upon exercise, anytime after March 1, 2022. On March 28, 2022, the Company entered into a purchase agreement with an accredited investor to purchase up to $10,000,000 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 is 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 will be subject to a floor of $.01 per share, at or below which the Company will 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. |
Business Acquisitions
Business Acquisitions | 12 Months Ended |
Dec. 31, 2021 | |
Business Combinations [Abstract] | |
BUSINESS ACQUISITIONS | 5. BUSINESS ACQUISITIONS None |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | 17. INCOME TAXES The provision (benefit) for income taxes for the years ended December 31, 2021 and 2020 were as follows, assuming a 21% and 21% effective tax rate, respectively: For the years ended 2021 2020 Deferred tax provision: Federal Deferred tax asset $ 4,029,359 $ 3,427,761 Valuation allowance (4,029,359 ) (3,427,761 ) Total deferred tax provision $ - $ - As of December 31, 2021, the Company had approximately $19,187,423 in tax loss carryforwards that can be utilized in future periods to reduce taxable income through 2040. The deferred tax liability balances as of December 31, 2021 and 2020 were zero and zero, respectively. During the year ended December 31, 2018, it was determined that, due to the Company never having paid federal income taxes and having a large net operating loss (NOL), it is unlikely we will pay federal income taxes in the foreseeable future. The Company provided a valuation allowance equal to the deferred income tax assets for the period from June 30, 2011 to December 31, 2021 because it is not presently known whether future taxable income will be sufficient to utilize the tax loss carryforwards. The Company has no uncertain tax positions. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
Reclassifications | Reclassifications During the quarter ended June 30, 2022 we recognized cost of revenue in the statement of operations. Certain prior periods have been reclassified to reflect current period presentation. | Reclassifications During the year ended December 31, 2021 we recognized cost of revenue in the statement of operations. Certain prior periods have been reclassified to reflect current period presentation. |
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 June 30, 2022 and December 31, 2021 are $5,619 and $4,469 respectively. | 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 contracted 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 balance of the allowance account at December 31, 2021 and 2020 are $4,469 and $742, respectively. During the years ended December 31, 2021 and 2020, we included $2,274 and $16,868, respectively, in expense related to balances that were written off as bad debt. On November 30, 2016, CLWD Operations entered into a 12-month agreement wherein amounts due from our customers were pledged to a third party, in exchange for a borrowing facility of up to $400,000. The agreement was amended on March 23, 2017, which increased the allowable borrowing amount by $100,000, to $500,000. On November 30, 2017, the agreement renewed automatically for another twelve months. The proceeds from the facility were determined by the amounts we invoiced our customers. We recorded the amounts due from customers in accounts receivable and the amount due to the third party as a liability, presented under “Lines of credit” on the Balance Sheet. During the term of this facility, the third-party lender had a first priority security interest in CLWD Operations’ assets, and therefore, we would have needed to obtain such third-party lender’s written consent to obligate CLWD Operations’ further or pledge its assets against additional borrowing facilities. The cost of this secured borrowing facility was 0.05% of the daily balance. This borrowing facility had an expiration date of January 14, 2021 and was not renewed. As of December 31, 2021, the balance due from this arrangement was zero. On October 19, 2017, Parscale Digital entered into a 12-month agreement wherein amounts due from our customers were pledged to a third party, in exchange for a borrowing facility of up to $500,000. The proceeds from the facility were determined by the amounts we invoiced our customers. The Company evaluated this facility in accordance with ASC 860, classifying it as a secured borrowing arrangement. We recorded the amounts due from customers in accounts receivable and the amount due to the third party as a liability, presented as a “Lines of credit” on the Balance Sheet. During the term of this facility, the third-party lender had a first priority security interest in Parscale Digital, and therefore, we would have needed to obtain such third-party lender’s written consent to obligate Parscale Digital further or pledge its assets against additional borrowing facilities. The cost of this secured borrowing facility was 0.05% of the daily balance. On April 12, 2018, the Company amended the secured borrowing arrangement, which increased the maximum allowable balance by $250,000, to $750,000 . This borrowing facility had an expiration date of November 11, 2020 and was not renewed. As of December 31, 2021, the balance due from this arrangement was zero. On August 2, 2018, Giles Design Bureau, WebTegrity, and Data Propria entered into 12-month agreements wherein amounts due from our customers were pledged to a third-party, in exchange for borrowing facilities of up to $150,000, $150,000 and $600,000, respectively. The proceeds from the facility were determined by the amounts we invoiced our customers. We evaluated these facilities in accordance with ASC 860, classifying as secured borrowing arrangements. We recorded the amounts due from customers in accounts receivable and the amount due to the third party as a liability, presented under “Lines of credit” on the Balance Sheet. During the term of these facilities, the third-party lender had a first priority security interest in the respective entities, and, therefore, we would have needed to obtain such third-party lender’s written consent to obligate the entities further or pledge our assets against additional borrowing facilities. The cost of this secured borrowing facilities was 0.056%, 0.056% and 0.049%, respectively, of the daily balance. These three borrowing facilities had an expiration date of August 22, 2020 and were not renewed. As of December 31, 2021, the combined balance due from these arrangement was zero. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires the use of estimates and assumptions by management in determining the reported amounts of assets and liabilities, disclosures of contingent liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Estimates are primarily used in our revenue recognition, the allowance for doubtful account receivable, fair value assumptions in accounting for business combinations and analyzing goodwill, intangible assets and long-lived asset impairments and adjustments, the deferred tax valuation allowance, and the fair value of stock options and warrants. | Use of Estimates The preparation of financial statements in conformity with GAAP requires the use of estimates and assumptions by management in determining the reported amounts of assets and liabilities, disclosures of contingent liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Estimates are primarily used in our revenue recognition, the allowance for doubtful account receivable, fair value assumptions in accounting for business combinations and analyzing goodwill, intangible assets and long-lived asset impairments and adjustments, the deferred tax valuation allowance, and the fair value of stock options and warrants. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. As of June 30, 2022, the Company held cash and cash equivalents in the amount of $1,449,648, which was held in the Company’s operating bank accounts. This amount is held in a bank account exceeding the FDIC insured limit of $250,000. | Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. As of December 31, 2021, the Company held cash and cash equivalents in the amount of $3,431,455 which was held in the Company’s operating bank accounts. This amount is held in a bank account exceeding the FDIC insured limit of $250,000. |
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 $18,434 and $22,025 for the six months ended June 30, 2022 and 2021, respectively. | 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: As of December 31, Years 2021 2020 Equipment 5-7 $ 239,641 $ 169,003 Office furniture 7 51,653 23,569 Leasehold improvements Length of lease - - Less accumulated depreciation (177,045 ) (136,890 ) Net property and equipment $ 114,249 $ 55,682 The following table discloses fixed asset transactions and recordings during the years ended December 31, 2021 and December 31, 2020: Year ended Year ended Depreciation expense $ 40,155 $ 40,993 Gain/(loss) on disposals - - Cash paid for fixed asset additions 98,722 5,253 |
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 June 30, 2022, and December 31, 2021 were $710,391 and $491,635, respectively. The costs in excess of billings as of June 30, 2022 and December 31, 2021 was $23,837 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. | 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 the 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 in an asset in 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 December 31, 2021 and 2020 was $491,635 and $841,290, respectively. The costs in excess of billings as of December 31, 2021 and 2020 was $27,779 and zero, respectively. See footnote 3 for a disclosure of our use of estimates and judgement, as it relates to revenue recognition. 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 those by assessing the situation on a case-by-case basis and determining if any discounts can be given. Historically, no significant discounts have been granted. 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, that the amounts classified as reimbursable costs should be recorded as gross, 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. During the years ended December 31, 2021 and 2020, we included $3,448,153 and $5,155,079, respectively, in revenue, related to reimbursable costs. The Company records revenue into the following five categories: ● Data Sciences – Includes polling, research, modeling, data fees, consulting and reporting. ● Design – Includes branding, photography, copyrighting, printing, signs and interior design. ● Development – Includes website coding. ● Digital Advertising – Includes ad spend, SEO management and digital ad support. ● The Platform - Includes our existing clients creative assets and intelligently recommends enhancements to optimize performance by using artificial intelligence. For the years ended December 31, 2021 and December 31, 2020, revenue was disaggregated into the five categories as follows: Year ended December 31, 2021 Year ended December 31, 2020 Third Related Total Third Related Total Data Sciences $ - $ - $ - $ 596,446 $ - $ 596,446 Design 2,027,152 - 2,027,152 2,390,676 - 2,390,676 Development 225,049 - 225,049 330,404 - 330,404 Digital Advertising 4,525,688 - 4,525,688 6,085,038 3,640 6,088,678 The Platform 90,372 - 90,372 - - - Total $ 6,868,261 $ - $ 6,868,261 $ 9,402,564 $ 3,640 $ 9,406,204 |
Research and Development | Research and Development Research and development costs are expensed as incurred. Total research and development costs were $461,038 and zero | Research and Development Research and development costs are expensed as incurred. Total research and development costs were $ 549,628 and zero for the years ended December 31, 2021 and December 31, 2020, respectively. |
Advertising Costs | Advertising Costs The Company expenses the cost of advertising and promotional materials when incurred. Total advertising costs were $88,705 and $52,963 for the six months ended June 30, 2022 and 2021, respectively. | Advertising Costs The Company expenses the cost of advertising and promotional materials when incurred. Total advertising costs were $145,375 and $119,332, for the years ended December 31, 2021 and December 31, 2020, respectively. |
Fair Value of Financial Instruments | Fair value of financial instruments The Company’s financial instruments, including cash and cash equivalents, accounts receivable, accounts payable, and accrued liabilities are carried at cost, which approximates their fair value, due to the relatively short maturity of these instruments. As of June 30, 2022 and December 31, 2021, the Company’s notes payable have stated borrowing rates that are consistent with those currently available to the Company and, accordingly, the Company believes the carrying value of these debt instruments approximates their fair value. Fair value is defined as the price to sell an asset or transfer a liability, between market participants at the measurement date. Fair value measurements assume that the asset or liability is (1) exchanged in an orderly manner, (2) the exchange is in the principal market for that asset or liability, and (3) the market participants are independent, knowledgeable, able and willing to transact an exchange. Fair value accounting and reporting establishes a framework for measuring fair value by creating a hierarchy for observable independent market inputs and unobservable market assumptions and expands disclosures about fair value measurements. Considerable judgment is required to interpret the market data used to develop fair value estimates. As such, the estimates presented herein are not necessarily indicative of the amounts that could be realized in a current exchange. The use of different market assumptions and/or estimation methods could have a material effect on the estimated fair value. 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. | Fair Value of Financial Instruments The Company’s financial instruments, including cash and cash equivalents, accounts receivable, accounts payable, and accrued liabilities are carried at cost, which approximates their fair value, due to the relatively short maturity of these instruments. As of December 31, 2021 and December 31, 2020, the Company’s notes payable have stated borrowing rates that are consistent with those currently available to the Company and, accordingly, the Company believes the carrying value of these debt instruments approximates their fair value. Fair value is defined as the price to sell an asset or transfer a liability, between market participants at the measurement date. Fair value measurements assume that the asset or liability is (1) exchanged in an orderly manner, (2) the exchange is in the principal market for that asset or liability, and (3) the market participants are independent, knowledgeable, able and willing to transact an exchange. Fair value accounting and reporting establishes a framework for measuring fair value by creating a hierarchy for observable independent market inputs and unobservable market assumptions and expands disclosures about fair value measurements. Considerable judgment is required to interpret the market data used to develop fair value estimates. As such, the estimates presented herein are not necessarily indicative of the amounts that could be realized in a current exchange. The use of different market assumptions and/or estimation methods could have a material effect on the estimated fair value. ASC Topic 820 established a three-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 1 measurements) 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 | 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. | 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. During the year ended December 31, 2020, management reviewed the intangible assets and goodwill of WebTegrity, and determined that there were indications of impairment. |
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: June 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 | 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 believed 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. In accordance with its policies, at December 31, 2020 the Company performed a qualitative assessment of indefinite lived intangibles and goodwill related to WebTegrity and determined there was impairment of indefinite lived intangibles and goodwill. Therefore, an impairment of indefinite lived intangibles and goodwill was recognized. The impairment test conducted by the Company includes an assessment of whether events occurred that may have resulted in impairment of goodwill and intangible assets. Because it was determined that events had occurred which effected the fair value of goodwill and intangible assets, the Company conducted the two-step approach to determine the fair value and required adjustment. 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 we report 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 offering, 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 it. 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 declines in the economy, 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. In accordance with its policies, the Company conducted an impairment assessment during the year ended December 31, 2020 related to the WebTegrity acquisition and determined that impairment of indefinite lived intangibles and goodwill was necessary. Accordingly, all intangible assets and goodwill related to the WebTegrity acquisition have been written off, amounting to $560,000. This amount reduced the consolidated balances of WebTegrity, as outlined below. This amount is included in Operating Expenses on the Income Statement, for the year ended December 31, 2020. At the time of the impairment analysis, the remaining prior year balance of the Customer List ($71,606) had already been expensed throughout the year ended December 31, 2020. Goodwill and Intangible assets are comprised of the following, presented as net of amortization: December 31, 2021 AiAdvertising Total Domain name 20,202 20,202 Total $ 20,202 $ 20,202 December 31, 2020 AiAdvertising Total Domain name 26,582 26,582 Total $ 26,582 $ 26,582 |
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. | 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 | Concentrations of Business and Credit Risk The Company operates in a single industry segment. The Company markets its services to companies and individuals in many industries and geographic locations. The Company’s operations are subject to rapid technological advancement and intense competition. Accounts receivable represent financial instruments with potential credit risk. The Company typically offers its customers credit terms. The Company makes periodic evaluations of the credit worthiness of its enterprise customers and other than obtaining deposits pursuant to its policies, it generally does not require collateral. In the event of nonpayment, the Company has the ability to terminate services. As of June 30, 2022, the Company held cash and cash equivalents in the amount of $1,449,648, which was held in the operating bank accounts. Of this amount, none was held in any one account, in amounts exceeding the FDIC insured limit of $250,000. For further discussion on concentrations see footnote 13. | Concentrations of Business and Credit Risk The Company operates in a single industry segment. The Company markets its services to companies and individuals in many industries and geographic locations. The Company’s operations are subject to rapid technological advancement and intense competition. Accounts receivable represent financial instruments with potential credit risk. The Company typically offers its customers credit terms. The Company makes periodic evaluations of the credit worthiness of its enterprise customers and other than obtaining deposits pursuant to its policies, it generally does not require collateral. In the event of nonpayment, the Company has the ability to terminate services. As of December 31, 2021, the Company held cash and cash equivalents in the amount of $3,431,455, which was held in the operating bank accounts. Of this amount, none was held in any one account, in amounts exceeding the FDIC insured limit of $250,000. For further discussion on concentrations see footnote 14. |
Stock-Based Compensation | Stock-Based Compensation The Company addressed the accounting for share-based payment transactions in which an enterprise receives employee services in exchange for either equity instruments of the enterprise or liabilities that are based on the fair value of the enterprise’s equity instruments or that may be settled by the issuance of such equity instruments. The transactions are accounted for using a fair-value-based method and recognized as expenses in our statement of operations. 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 six months ended June 30, 2022, included compensation expense for the stock-based payment awards granted prior to, but not yet vested, as of June 30, 2022 based on the grant date fair value estimated. Stock-based compensation expense recognized in the consolidated statement of operations for the six months ended June 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 six months ended June 30, 2022 and 2021 were $894,117 and $491,473, respectively. | Stock-Based Compensation The Company addressed the accounting for share-based payment transactions in which an enterprise receives employee services in exchange for either equity instruments of the enterprise or liabilities that are based on the fair value of the enterprise’s equity instruments or that may be settled by the issuance of such equity instruments. The transactions are accounted for using a fair-value-based method and recognized as expenses in our statement of operations. 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 year ended December 31, 2021, included compensation expense for the stock-based payment awards granted prior to, but not yet vested, as of December 31, 2021 based on the grant date fair value estimated. Stock-based compensation expense recognized in the consolidated statement of operations for the year ended December 31, 2021 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 year ended December 31, 2021 and 2020 were $987,433 and $390,035, respectively. |
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 six months ended June 30, 2022, the Company has excluded 258,424,694 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 six months ended June 30, 2022, the above mentioned shares are included in the calculation for diluted earnings per share, resulting in 1,387,740,274 shares being added to the weighted average common and common equivalent shares outstanding. For the six months ended June 30, 2021, the Company has excluded 226,701,174 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 184,632,441 shares of common stock underlying warrants, because their impact on the loss per share is anti-dilutive. During the six months ended June 30, 2021, the above mentioned shares are included in the calculation for diluted earnings per share, resulting in 1,377,945,326 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. | 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 year ended December 31, 2021, the Company has excluded 246,618,441 shares of common stock underlying options, 162,703,869 shares of common stock underlying warrants, 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, and 2,597 Series G Preferred shares convertible into 136,684,211 shares of common stock, because their impact on the loss per share is anti-dilutive. For the year ended December 31, 2020, the Company has excluded 106,489,498 shares of common stock underlying options, 20,912,852 shares of common stock underlying warrants, 10,000 Series A Preferred shares convertible into 100,000,000 shares of common stock, 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, 90,000 Series D Preferred shares convertible into 225,000,000 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 18,388,400 shares of common stock underlying $183,884 in convertible notes, because their impact on the loss per share is anti-dilutive. 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 | 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 June 30, 2022, and no pronouncements were adopted during the period. Management reviewed accounting pronouncements issued during the year ended December 31, 2021, and the following 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. | 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 year ended December 31, 2021, and no pronouncements were adopted during the period. Management reviewed accounting pronouncements issued during the year ended December 31, 2020, and the following pronouncement was adopted during the period. In January 2017, the FASB issued 2017-04, Intangibles - Goodwill and Other |
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. | 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, 2023 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 | 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 it 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 June 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 June 30, 2022 and 2021. Three months ended June 30, 2022 Three months ended June 30, 2021 Third Related Total Third Related Total Hosting Revenue - - - $ 55,014 - $ 55,014 Cost of Sales - - - 27,256 - 27,256 Net Income from Discontinued Operations $ - $ - $ - $ 27,758 $ - $ 27,758 The following table summarizes the results of operations for the six months ended June 30, 2022 and 2021. Six months ended June 30, 2022 Six months ended June 30, 2021 Third Related Total Third Related Total Hosting Revenue - - - $ 128,336 - $ 128,336 Cost of Sales - - - 56,641 - 56,641 Net Income from Discontinued Operations $ - $ - $ - $ 71,695 $ - $ 71,695 | 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 it 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 December 31, 2021 the “Indemnity Holdback” amount has not been paid by the Buyer. The Company did not classify any assets or liabilities specific to the Purchased Assets. Therefore, the purchase price from the Purchased Assets are 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 will continue to maintain, support, and deliver on all customer services during the transition period of 90 days following the Closing Date. The Company will 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 will 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 year ended December 31, 2021 and 2020. December 31, 2021 December 31, 2020 Third Parties Related Parties Total Third Parties Related Parties Total Hosting Revenue $ 129,934 $ - $ 129,934 $ 336,074 $ - $ 336,074 Cost of Sales (56,320 ) - (56,320 ) 130,361 - 130,361 Net Income from Discontinued Operations $ 73,614 $ - $ 73,614 $ 205,713 $ - $ 205,713 |
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 six months ended June 30, 2022, we used the federal tax rate of 21% in our determination of the deferred tax assets and liabilities balances. For the Current tax provision: Federal Taxable income $ - Total current tax provision $ - Deferred tax provision: Federal Loss carryforwards $ 4,810,516 Change in valuation allowance (4,810,516 ) Total deferred tax provision $ - | 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, is not expected to be realized. For the year ended December 31, 2021, we used the federal tax rate of 21% in our determination of the deferred tax assets and liabilities balances. |
Accounting for Derivatives | Accounting for Derivatives The Company evaluates all of its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. For stock-based derivative financial instruments, the Company uses a probability weighted average series Binomial lattice formula pricing models to value the derivative instruments at inception and on subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date. As of December 31, 2021, the Company had no derivative liability. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
Schedule of Property and equipment | Furniture, fixtures & equipment 7 Years Computer equipment 5 Years Commerce server 5 Years Computer software 3 - 5 Years Leasehold improvements Length of the lease | As of December 31, Years 2021 2020 Equipment 5-7 $ 239,641 $ 169,003 Office furniture 7 51,653 23,569 Leasehold improvements Length of lease - - Less accumulated depreciation (177,045 ) (136,890 ) Net property and equipment $ 114,249 $ 55,682 |
Schedule of Goodwill and Intangible assets | June 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 | December 31, 2021 AiAdvertising Total Domain name 20,202 20,202 Total $ 20,202 $ 20,202 December 31, 2020 AiAdvertising Total Domain name 26,582 26,582 Total $ 26,582 $ 26,582 |
Shedule of summarizes the results of operations | Three months ended June 30, 2022 Three months ended June 30, 2021 Third Related Total Third Related Total Hosting Revenue - - - $ 55,014 - $ 55,014 Cost of Sales - - - 27,256 - 27,256 Net Income from Discontinued Operations $ - $ - $ - $ 27,758 $ - $ 27,758 Six months ended June 30, 2022 Six months ended June 30, 2021 Third Related Total Third Related Total Hosting Revenue - - - $ 128,336 - $ 128,336 Cost of Sales - - - 56,641 - 56,641 Net Income from Discontinued Operations $ - $ - $ - $ 71,695 $ - $ 71,695 | |
Schedule of deferred tax assets and liabilities balances | For the Current tax provision: Federal Taxable income $ - Total current tax provision $ - Deferred tax provision: Federal Loss carryforwards $ 4,810,516 Change in valuation allowance (4,810,516 ) Total deferred tax provision $ - | |
Schedule of revenue disaggregated | Year ended December 31, 2021 Year ended December 31, 2020 Third Related Total Third Related Total Data Sciences $ - $ - $ - $ 596,446 $ - $ 596,446 Design 2,027,152 - 2,027,152 2,390,676 - 2,390,676 Development 225,049 - 225,049 330,404 - 330,404 Digital Advertising 4,525,688 - 4,525,688 6,085,038 3,640 6,088,678 The Platform 90,372 - 90,372 - - - Total $ 6,868,261 $ - $ 6,868,261 $ 9,402,564 $ 3,640 $ 9,406,204 | |
Schedule of fixed asset transactions | Year ended Year ended Depreciation expense $ 40,155 $ 40,993 Gain/(loss) on disposals - - Cash paid for fixed asset additions 98,722 5,253 | |
Shedule of summarizes the results of operations | December 31, 2021 December 31, 2020 Third Parties Related Parties Total Third Parties Related Parties Total Hosting Revenue $ 129,934 $ - $ 129,934 $ 336,074 $ - $ 336,074 Cost of Sales (56,320 ) - (56,320 ) 130,361 - 130,361 Net Income from Discontinued Operations $ 73,614 $ - $ 73,614 $ 205,713 $ - $ 205,713 |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | ||
Schedule of disaggregated revenue | Six months ended June 30, Six months ended June 30, Third Related Parties Total Third Related Parties Total Design 727,670 - 727,670 1,053,706 - 1,053,706 Development 20,119 - 20,119 103,457 - 103,457 Digital Advertising 1,802,124 - 1,802,124 2,360,265 - 2,360,265 Platform License 268,375 - 268,375 30,372 - 30,372 Total $ 2,818,288 $ - $ 2,818,288 $ 3,547,800 $ - $ 3,547,800 | Year ended December 31, 2021 Year ended December 31, 2020 Third Parties Related Parties Total Third Parties Related Parties Total Data Sciences $ - $ - $ - $ 596,446 $ - $ 596,446 Design 2,027,152 - 2,027,152 2,390,676 - 2,390,676 Development 225,049 - 225,049 330,404 - 330,404 Digital Advertising 4,525,688 - 4,525,688 6,085,038 3,640 6,088,678 The Platform 90,372 - 90,372 - - - Total $ 6,868,261 $ - $ 6,868,261 $ 9,402,564 $ 3,640 $ 9,406,204 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Schedule of intangible assets | June 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 | December 31, 2021 December 31, 2020 Gross Accumulated Net Gross Accumulated Net Domain name and Trade Mark 20,202 - 20,202 30,201 (3,619 ) 26,582 Total $ 20,202 $ - $ 20,202 $ 30,201 $ (3,619 ) $ 26,582 |
Notes Payable (Tables)
Notes Payable (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Notes Payable [Abstract] | |
Schedule of balances exchanged notes | Note Date Principal Accrued Total Due Gain on Series G November 30, 2017 $ 30,000 $ 3,197 $ 33,197 $ 70 331 January 30, 2018 72,000 7,072 79,072 168 789 February 1, 2018 85,000 8,314 93,314 198 931 July 23, 2019 25,000 610 25,610 58 256 August 20, 2019 10,000 205 10,205 23 102 August 28, 2019 18,500 360 18,860 43 188 Total $ 240,500 $ 19,758 $ 260,258 $ 560 2,597 |
Stock Options and Warrants (Tab
Stock Options and Warrants (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Disclosure Text Block Supplement [Abstract] | ||
Schedule of fair value of options granted | Six months ended Six months ended 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 % | Year Ended Year Ended Risk free interest rate 1.86 % 1.86 % Stock volatility factor 272 % 272 % Weighted average expected option life 5 years 5 years Expected dividend yield 0 % 0 % |
Schedule of the company’s stock option activity and related | Six months ended Six months ended June 30, 2022 June 30, 2021 Options Weighted average exercise Options Weighted average exercise Outstanding - beginning of year 768,233,332 $ 0.0052 429,675,799 $ 0.0052 Granted 122,500,000 0.0068 368,000,000 0.0068 Exercised (1,000,000 ) 0.0019 (11,442,467 ) 0.0075 Forfeited - - - - Outstanding - end of year 889,733,332 $ 0.0092 786,233,332 $ 0.0058 Exercisable at the end of year 575,827,396 $ 0.0068 321,460,729 $ 0.0069 Weighted average fair value of options granted during the year $ 2,580,600 $ 2,502,400 | |
Schedule of the company’s warrant activity and related | Exercise prices Number of options outstanding Weighted Average remaining $ 0.015 35,000,000 0.15 $ 0.0131 60,000,000 0 $ 0.013 15,000,000 0 $ 0.0068 367,000,000 3.52 $ 0.0053 10,000,000 0.12 $ 0.0019 258,233,332 2.55 $ 0.0018 17,000,000 2.93 $ 0.017 5,000,000 4.14 $ 0.0295 122,500,000 2.59 889,733,332 | |
Schedule of fair value of warrants issued | Six months ended Six months ended June 30, June 30, 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 % | Exercise prices Number of warrants outstanding Weighted Average remaining contractual life (years) $ 0.0875 10,714,286 4.14 $ 0.0454 151,000,000 4.14 $ 0.0072 989,583 3.95 162,703,869 |
Schedule of the company’s warrant activity and related | Six months ended Six months ended June 30, 2022 June 30, 2021 Warrants Weighted average Warrants Weighted average Outstanding - beginning of period 162,703,869 $ 0.007 20,912,852 $ 0.007 Issued - - 240,000,001 0.037 Exercised - - (76,280,412 ) 0.007 Forfeited - - - - Outstanding - end of period 162,703,869 $ 0.048 184,632,441 $ 0.047 Exercisable at the end of period 162,703,869 $ 0.048 184,632,441 $ 0.047 Weighted average fair value of warrants granted during the period $ 7,792,900 $ 8,720,357 | Year Ended December 31, Year Ended December 31, Options Weighted Options Weighted Outstanding - beginning of year 429,675,799 $ 0.0051 150,275,799 $ 0.0160 Granted 373,000,000 0.0068 300,000,000 0.0018 Exercised (13,442,467 ) 0.0066 - - Forfeited (21,000,000 ) 0.0021 (20,600,000 ) 0.0400 Outstanding - end of year 768,233,332 $ 0.0060 429,675,799 $ 0.0051 Exercisable at the end of year 471,914,611 $ 0.0063 223,165,297 $ 0.0081 Weighted average fair value of options granted during the year $ 2,580,600 $ 568,300 |
Schedule of the weighted average remaining contractual life of options outstanding | Exercise prices Number of options outstanding Weighted Average remaining contractual life (years) $ 0.0150 35,000,000 0.65 $ 0.0131 60,000,000 0.09 $ 0.0130 15,000,000 0.22 $ 0.0068 367,000,000 4.02 $ 0.0053 10,000,000 0.62 $ 0.0019 259,233,332 3.05 $ 0.0018 17,000,000 3.42 $ 0.0170 5,000,000 4.63 768,233,332 | |
Schedule of the fair value of warrants granted | Year Ended Year Ended Risk free interest rate 0.40 – 0.42 % 0.40 – 0.42 % Stock volatility factor 335.7 - 337.1 % 335.7 - 337.1 % Weighted average expected warrant life 5 years 5 years Expected dividend yield 0 % 0 % | |
Schedule of the warrant activity | Year Ended Year Ended Warrants Weighted average exercise price Warrants Weighted average exercise price Outstanding - beginning of period 20,912,852 $ 0.007 10,000,000 $ 0.007 Issued 240,000,001 0.037 10,912,852 0.007 Exercised (98,208,984 ) 0.007 - - Forfeited - - - - Outstanding - end of period 162,703,869 $ 0.048 20,912,852 $ 0.007 Exercisable at the end of period 162,703,869 $ 0.048 20,912,852 $ 0.007 Weighted average fair value of warrants granted during the period $ 7,792,900 $ 98,343 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Schedule of the net book value of the finance lease | Assets June 30, December 31, Leased equipment under finance lease, $ 100,097 $ 100,097 less accumulated amortization (100,097 ) (100,097 ) Net $ - $ - | Assets December 31, December 31, Leased equipment under finance lease, $ 100,097 $ 100,097 less accumulated amortization (100,097 ) (84,837 ) Net $ - $ 15,260 |
Schedule of reconciliation of leases to the financial statements | ROU Operating Leases Finance Leased asset balance $ 9,719 $ - Liability balance 9,719 - Cash flow (non-cash) - - Interest expense $ 81 $ - | ROU Finance Leased asset balance $ 66,369 $ - Liability balance 66,369 - Cash flow (non-cash) - - Interest expense $ 2,231 $ - |
Schedule of future minimum lease payments for operating and finance leases | Years Ending December 31, ROU Operating Leases Finance 2022 9,800 - 2023 - - Thereafter - - Total $ 9,800 $ - Less imputed interest (81 ) - Total liability $ 9,719 $ - | Years Ending December 31, ROU Finance 2021 68,600 - 2022 - - 2023 - - Thereafter - - Total $ 68,600 $ - Less imputed interest (2,231 ) - Total liability $ 66,369 $ - |
Schedule of other information related to leases | Lease Type Weighted Average Weighted Average Operating Leases 1 months 10 % Finance Leases 0 months 10 % (1) This discount rate is consistent with our borrowing rates from various lenders. | Lease Type Weighted Weighted Operating Leases 7 months 10 % Finance Leases 0 months 10 % (1) This discount rate is consistent with our borrowing rates from various lenders. |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of provision (benefit) for income taxes | For the years ended 2021 2020 Deferred tax provision: Federal Deferred tax asset $ 4,029,359 $ 3,427,761 Valuation allowance (4,029,359 ) (3,427,761 ) Total deferred tax provision $ - $ - |
Basis of Presentation (Details)
Basis of Presentation (Details) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 USD ($) | Dec. 31, 2021 USD ($) m² | |
Accounting Policies [Abstract] | ||
Working capital | $ | $ 15,872 | $ 2,706,379 |
Number of areas (in Square Meters) | m² | 4 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) | 1 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||
Aug. 02, 2018 | Oct. 19, 2017 | Nov. 30, 2016 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Jul. 11, 2021 | Apr. 12, 2018 | Mar. 23, 2017 | Mar. 17, 2017 | |
Summary of Significant Accounting Policies (Details) [Line Items] | |||||||||||
Accounts receivable, allowance for credit loss | $ 5,619 | $ 4,469 | $ 742 | ||||||||
Cash and cash equivalent | 1,449,648 | 3,431,455 | 10,538 | ||||||||
FDIC insured | 250,000 | 250,000 | |||||||||
Depreciation | 18,434 | $ 22,025 | 40,155 | 40,993 | |||||||
Deferred revenue and customer deposits | 710,391 | 491,635 | 841,290 | ||||||||
Costs excess of billings | 23,837 | 27,779 | |||||||||
Research and development costs | 461,038 | 549,628 | 0 | ||||||||
Advertising costs | 88,705 | 52,963 | $ 145,375 | 119,332 | |||||||
Stock based compensation expenses | $ 894,117 | $ 491,473 | |||||||||
Common stock shares (in Shares) | 26,316,264 | ||||||||||
Shares issued (in Shares) | 1,387,740,274 | 1,377,945,326 | |||||||||
Asset purchase price | $ 251,966 | ||||||||||
Indemnity hold back amount | $ 25,197 | ||||||||||
Federal tax rate | 21% | 21% | |||||||||
Allowance for written off as bad debt | $ 2,274 | 16,868 | |||||||||
Increased allowable borrowing amount | $ 500,000 | ||||||||||
Balance due | 379,797 | ||||||||||
Costs excess of billings | 27,779 | 0 | |||||||||
Revenue | 3,448,153 | 5,155,079 | |||||||||
Intangible assets and goodwill | 130,000 | ||||||||||
Impairment analysis | 71,606 | ||||||||||
Stock-based compensation expense | 987,433 | 390,035 | |||||||||
Convertible notes | 329 | $ 37,787 | |||||||||
Goodwill [Member] | |||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | |||||||||||
Intangible assets and goodwill | 560,000 | ||||||||||
Warrant [Member] | |||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | |||||||||||
Common stock shares (in Shares) | 162,703,869 | 184,632,441 | |||||||||
Stock Options [Member] | |||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | |||||||||||
Common stock shares (in Shares) | 258,424,694 | ||||||||||
Stock Options [Member] | |||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | |||||||||||
Common stock shares (in Shares) | 226,701,174 | ||||||||||
Third-party [Member] | |||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | |||||||||||
Balance due | 0 | ||||||||||
Giles Design Bureau [Member] | Third-party [Member] | |||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | |||||||||||
Borrowing facility | $ 150,000 | ||||||||||
Borrowing facility percentage | 0.056% | ||||||||||
WebTegrity [Member] | |||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | |||||||||||
Increased allowable borrowing amount | $ 150,000 | ||||||||||
WebTegrity [Member] | Third-party [Member] | |||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | |||||||||||
Borrowing facility | $ 150,000 | ||||||||||
Borrowing facility percentage | 0.056% | ||||||||||
Data Propria [Member] | Third-party [Member] | |||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | |||||||||||
Borrowing facility | $ 600,000 | ||||||||||
Borrowing facility percentage | 0.049% | ||||||||||
Credit Risk [Member] | |||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | |||||||||||
Cash and cash equivalent | $ 1,449,648 | 3,431,455 | |||||||||
FDIC insured | $ 250,000 | $ 250,000 | |||||||||
Series B Preferred Stock [Member] | |||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | |||||||||||
Common stock shares (in Shares) | 450,625,000 | 450,625,000 | 450,625,000 | 450,625,000 | |||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in Shares) | 18,025 | 18,025 | 18,025 | 18,025 | |||||||
Series C Preferred Stock [Member] | |||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | |||||||||||
Common stock shares (in Shares) | 144,250,000 | 144,250,000 | 144,250,000 | 144,250,000 | |||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in Shares) | 14,425 | 14,425 | 14,425 | 14,425 | |||||||
Series D Preferred Stock [Member] | |||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | |||||||||||
Common stock shares (in Shares) | 215,052,500 | 215,052,500 | 215,052,500 | 225,000,000 | |||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in Shares) | 86,021 | 86,021 | 90,000 | ||||||||
Series D Preferred Stock [Member] | Common Stock [Member] | |||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | |||||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in Shares) | 86,021 | ||||||||||
Series E Preferred Stock [Member] | |||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | |||||||||||
Common stock shares (in Shares) | 20,000,000 | 20,000,000 | 20,000,000 | 20,000,000 | |||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in Shares) | 10,000 | 10,000 | 10,000 | 10,000 | |||||||
Series G Preferred Stock [Member] | |||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | |||||||||||
Common stock shares (in Shares) | 136,684,211 | 136,684,211 | 136,684,211 | 136,684,211 | |||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in Shares) | 2,597 | 2,597 | 2,597 | 2,597 | |||||||
Series A Preferred Stock [Member] | |||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | |||||||||||
Common stock shares (in Shares) | 100,000,000 | ||||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in Shares) | 10,000 | ||||||||||
Options Held [Member] | |||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | |||||||||||
Common stock shares (in Shares) | 246,618,441 | 106,489,498 | |||||||||
Warrant [Member] | |||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | |||||||||||
Common stock shares (in Shares) | 162,703,869 | 20,912,852 | |||||||||
CLWD Operations, Inc [Member] | |||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | |||||||||||
Borrowing facility | $ 400,000 | ||||||||||
Borrowing facility percentage | 0.05% | ||||||||||
Expiration date | Jan. 14, 2021 | ||||||||||
Balance due | $ 0 | ||||||||||
CLWD Operations, Inc [Member] | Minimum [Member] | |||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | |||||||||||
Increased allowable borrowing amount | $ 100,000 | ||||||||||
CLWD Operations, Inc [Member] | Maximum [Member] | |||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | |||||||||||
Increased allowable borrowing amount | $ 500,000 | ||||||||||
Parscale Digital [Member] | |||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | |||||||||||
Borrowing facility | $ 500,000 | ||||||||||
Borrowing facility percentage | 0.05% | ||||||||||
Balance due | $ 0 | ||||||||||
Parscale Digital [Member] | Minimum [Member] | |||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | |||||||||||
Increased allowable borrowing amount | $ 250,000 | ||||||||||
Parscale Digital [Member] | Maximum [Member] | |||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | |||||||||||
Increased allowable borrowing amount | $ 750,000 | ||||||||||
Convertible Notes Payable [Member] | |||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | |||||||||||
Common stock shares (in Shares) | 18,388,400 | ||||||||||
Convertible notes | $ 183,884 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of property and equipment | 6 Months Ended |
Jun. 30, 2022 | |
Furniture, fixtures & equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 7 years |
Computer equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 5 years |
Commerce server [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 5 years |
Computer software [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 3 years |
Computer software [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 5 years |
Leasehold improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Leasehold improvements | Length of the lease |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) - Schedule of goodwill and Intangible assets - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Finite-Lived Intangible Assets [Line Items] | ||
Goodwill and other intangible assets, net | $ 20,202 | $ 20,202 |
Domain name [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Goodwill and other intangible assets, net | $ 20,202 | $ 20,202 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Details) - Schedule of summarizes the results of operations - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule Of Summarizes The Results Of Operations Abstract | ||||
Hosting Revenue | $ 55,014 | $ 128,336 | $ 129,934 | $ 336,074 |
Cost of Sales | 27,256 | 56,641 | ||
Net Income from Discontinued Operations | $ 27,758 | $ 71,695 | $ 73,614 | $ 205,713 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies (Details) - Schedule of deferred tax assets and liabilities balances | 6 Months Ended |
Jun. 30, 2022 USD ($) | |
Federal | |
Taxable income | |
Total current tax provision | |
Federal | |
Loss carryforwards | 4,810,516 |
Change in valuation allowance | (4,810,516) |
Total deferred tax provision |
Revenue Recognition (Details)
Revenue Recognition (Details) - USD ($) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue Recognition (Details) [Line Items] | ||||
Deferred revenue and customer deposits | $ 710,391 | $ 491,635 | ||
Deferred revenue and credits | 491,635 | $ 841,290 | ||
Credit Concentration Risk [Member] | ||||
Revenue Recognition (Details) [Line Items] | ||||
Revenue related to reimbursable costs | $ 893,476 | $ 989,886 | $ 3,448,153 | $ 5,155,079 |
Revenue Recognition (Details) -
Revenue Recognition (Details) - Schedule of disaggregated revenue - USD ($) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | ||||
Third Parties | $ 2,818,288 | $ 3,547,800 | $ 6,868,261 | $ 9,402,564 |
Related Parties | 3,640 | |||
Total | 2,818,288 | 3,547,800 | 6,868,261 | 9,406,204 |
Design [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Third Parties | 727,670 | 1,053,706 | 2,027,152 | 2,390,676 |
Related Parties | ||||
Total | 727,670 | 1,053,706 | 2,027,152 | 2,390,676 |
Development [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Third Parties | 20,119 | 103,457 | 225,049 | 330,404 |
Related Parties | ||||
Total | 20,119 | 103,457 | 225,049 | 330,404 |
Digital Advertising [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Third Parties | 1,802,124 | 2,360,265 | 4,525,688 | 6,085,038 |
Related Parties | 3,640 | |||
Total | 1,802,124 | 2,360,265 | $ 4,525,688 | $ 6,088,678 |
Platform License [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Third Parties | 268,375 | 30,372 | ||
Related Parties | ||||
Total | $ 268,375 | $ 30,372 |
Liquidity and Operations (Detai
Liquidity and Operations (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Liquidity and Operations (Details) [Line Items] | |||||
Net Income Loss | $ 4,616,135 | ||||
Discontinued operations | 0 | $ 71,695 | |||
Net income loss | 6,917,441 | $ 8,482,771 | |||
Net cash in operating activities | $ (2,923,954) | (4,047,679) | (4,958,822) | $ (1,812,623) | |
Discontinued Operation, Income (Loss) from Discontinued Operation, before Income Tax | 205,713 | 73,614 | |||
Net income from discontinue operations | $ 27,758 | $ 71,695 | 73,614 | 205,713 | |
Operating activities | (1,812,623) | ||||
Discontinued Operations [Member] | |||||
Liquidity and Operations (Details) [Line Items] | |||||
Net cash in operating activities | $ (4,958,822) | ||||
Net income from discontinue operations | $ 1,270,650 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) | 6 Months Ended | 12 Months Ended | ||||||
Nov. 15, 2017 | Sep. 30, 2015 | Sep. 22, 2015 | Jun. 26, 2015 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Intangible Assets (Details) [Line Items] | ||||||||
Other assets | $ 20,202 | $ 20,202 | ||||||
Total recorder cost of trademark | 20,202 | 20,202 | $ 30,201 | |||||
Amortization expense | 0 | $ 346 | 6,380 | 72,294 | ||||
Intangible asset | 20,202 | 26,582 | ||||||
Intangible assets | 0 | |||||||
Intangible asset | 130,000 | |||||||
Goodwill | 71,606 | |||||||
Domain Name [Member] | ||||||||
Intangible Assets (Details) [Line Items] | ||||||||
Purchase price | $ 20,000 | |||||||
Transaction costs | 202 | |||||||
Other assets | $ 20,202 | |||||||
Trademark [Member] | ||||||||
Intangible Assets (Details) [Line Items] | ||||||||
Purchase price | $ 10,000 | |||||||
Total recorder cost of trademark | $ 10,000 | |||||||
Trademark renewal description | The trademark expired in 2021 and the Company submitted a renewal application for an additional 10 years. | |||||||
Useful Life | 174 months | |||||||
Amortization expense | $ 0 | $ 346 | 6,380 | 690 | ||||
Intangible asset | 0 | |||||||
Purchase price | $ 10,000 | |||||||
Trademark renewal description | The trademark expired in 2021 and could be renewed for an additional 10 years. | |||||||
Intangible assets | 0 | |||||||
WebTegrity [Member] | Customer List [Member] | ||||||||
Intangible Assets (Details) [Line Items] | ||||||||
Useful Life | 3 years | |||||||
Intangible assets | 0 | |||||||
Assets acquired | $ 280,000 | |||||||
Impairment of goodwill and intangible assets | 7,161 | |||||||
WebTegrity [Member] | Brand Name [Member] | ||||||||
Intangible Assets (Details) [Line Items] | ||||||||
Intangible assets | 0 | 0 | ||||||
Assets acquired | 130,000 | |||||||
WebTegrity [Member] | Goodwill [Member] | ||||||||
Intangible Assets (Details) [Line Items] | ||||||||
Intangible assets | $ 0 | 0 | ||||||
Impairment of goodwill and intangible assets | $ 430,000 | |||||||
Goodwill | $ 430,000 |
Intangible Assets (Details) - S
Intangible Assets (Details) - Schedule of intangible assets - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Intangible Assets (Details) - Schedule of intangible assets [Line Items] | |||
Gross | $ 20,202 | $ 20,202 | $ 30,201 |
Accumulated Amortization | (3,619) | ||
Net | 20,202 | 20,202 | $ 26,582 |
Domain name [Member] | |||
Intangible Assets (Details) - Schedule of intangible assets [Line Items] | |||
Gross | 20,202 | 20,202 | |
Accumulated Amortization | |||
Net | $ 20,202 | $ 20,202 |
Credit Facilities (Details)
Credit Facilities (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||||||
Apr. 12, 2018 | Feb. 17, 2021 | Mar. 17, 2017 | Dec. 31, 2021 | Dec. 31, 2020 | Aug. 02, 2018 | Oct. 19, 2017 | Nov. 30, 2016 | |
Credit Facilities (Details) [Line Items] | ||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 500,000 | |||||||
Line of Credit Facility, Description | The agreement was amended on April 12, 2018, which increased the allowable borrowing amount by $250,000, to a maximum of $750,000 | |||||||
Line of Credit Facility, Interest Rate at Period End | 0.05% | |||||||
Interest Expense | $ 2,820,000 | $ 0 | $ 270,607 | |||||
Lines of credit | 379,797 | |||||||
CLWD Operations, Inc [Member] | ||||||||
Credit Facilities (Details) [Line Items] | ||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 400,000 | |||||||
Line of Credit Facility, Description | The agreement was amended on March 23, 2017, which increased the allowable borrowing amount by $100,000, to a maximum of $500,000. | |||||||
Line of Credit Facility, Interest Rate at Period End | 0.05% | |||||||
Interest Expense | 13,785 | 34,921 | ||||||
Lines of credit | 379,797 | 0 | ||||||
Parscale Digital [Member] | ||||||||
Credit Facilities (Details) [Line Items] | ||||||||
Interest Expense | 45,605 | 45,605 | ||||||
Lines of credit | 0 | 0 | ||||||
Giles Design Bureau Inc [Member] | ||||||||
Credit Facilities (Details) [Line Items] | ||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 150,000 | |||||||
Line of Credit Facility, Interest Rate at Period End | 0.056% | |||||||
Interest Expense | 73,054 | 0 | ||||||
Lines of credit | $ 0 | $ 0 | ||||||
WebTegrity [Member] | ||||||||
Credit Facilities (Details) [Line Items] | ||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 150,000 | |||||||
Line of Credit Facility, Interest Rate at Period End | 0.056% | |||||||
Data Propria Inc [Member] | ||||||||
Credit Facilities (Details) [Line Items] | ||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 600,000 | |||||||
Line of Credit Facility, Interest Rate at Period End | 0.049% |
Convertible Notes Payable (Deta
Convertible Notes Payable (Details) - USD ($) | 1 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||||||||||||||||||||||
Apr. 20, 2021 | Jan. 13, 2021 | Jun. 30, 2020 | Jun. 23, 2020 | Jun. 03, 2020 | Jan. 01, 2020 | Dec. 31, 2019 | Dec. 05, 2019 | Dec. 02, 2019 | Sep. 04, 2019 | Jul. 16, 2019 | May 02, 2019 | Feb. 21, 2019 | Jan. 31, 2019 | Dec. 31, 2018 | Apr. 20, 2018 | Apr. 17, 2018 | Oct. 14, 2014 | May 23, 2014 | May 16, 2013 | May 01, 2013 | Apr. 16, 2013 | Mar. 25, 2013 | Feb. 21, 2019 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Jun. 30, 2020 | Dec. 31, 2018 | Sep. 30, 2020 | |
Convertible Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||||||||
Derivative liability | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | ||||||||||||||||||||||||||
Amortization of debt discount | $ 274,992 | 274,992 | 270,607 | ||||||||||||||||||||||||||||
Convertible notes payable current | 183,884 | ||||||||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | 183,131 | 183,131 | 291,940 | ||||||||||||||||||||||||||||
Convertible Promissory Note - The April 2018 Note [Member] | |||||||||||||||||||||||||||||||
Convertible Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||||||||
Debt instrument, face amount | $ 200,000 | ||||||||||||||||||||||||||||||
Initial advance to cover operational expenses | $ 200,000 | ||||||||||||||||||||||||||||||
Conversion price (in Dollars per share) | $ 0.01 | ||||||||||||||||||||||||||||||
Debt instrument interest rate stated percentage | 5% | 5% | |||||||||||||||||||||||||||||
Amortization of debt discount | $ 60,274 | $ 139,726 | 60,274 | $ 139,726 | |||||||||||||||||||||||||||
Outstanding balance | $ 161,106 | $ 38,894 | |||||||||||||||||||||||||||||
Accrued interest | $ 22,025 | $ 4,236 | |||||||||||||||||||||||||||||
Number of shares (in Shares) | 18,313,074 | 4,313,014 | |||||||||||||||||||||||||||||
Convertible notes payable current | $ 0 | $ 0 | 0 | ||||||||||||||||||||||||||||
Proceeds from Notes Payable | $ 200,000 | ||||||||||||||||||||||||||||||
Debt Instrument maturity Date | Apr. 20, 2021 | ||||||||||||||||||||||||||||||
Debt Instrument convertible terms of conversion feature description | During the year ended December 31, 2018, it was 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 terms of the April 2018 Note, as amended, allow 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. | |||||||||||||||||||||||||||||
Convertible Promisorry Note - The March 2013 Note [Member] | |||||||||||||||||||||||||||||||
Convertible Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||||||||
Debt instrument, face amount | $ 100,000 | ||||||||||||||||||||||||||||||
Initial advance to cover operational expenses | $ 50,000 | ||||||||||||||||||||||||||||||
Conversion price (in Dollars per share) | $ 0.004 | ||||||||||||||||||||||||||||||
Debt instrument interest rate stated percentage | 10% | ||||||||||||||||||||||||||||||
Outstanding balance | $ 50,000 | $ 16,000 | $ 17 | $ 17,000 | |||||||||||||||||||||||||||
Accrued interest | $ 36,260 | $ 8,106 | $ 2,645 | $ 1,975 | |||||||||||||||||||||||||||
Number of shares (in Shares) | 21,565,068 | 6,026,301 | 4,911,370 | 4,743,699 | |||||||||||||||||||||||||||
Convertible notes payable current | 0 | ||||||||||||||||||||||||||||||
Proceeds from Notes Payable | $ 15,000 | $ 15,000 | $ 20,000 | $ 100,000 | |||||||||||||||||||||||||||
Debt Instrument maturity Date | Mar. 25, 2018 | ||||||||||||||||||||||||||||||
Convertible Promissory Note - The January 31, 2019 Note [Member] | |||||||||||||||||||||||||||||||
Convertible Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||||||||
Derivative liability | $ 50,000 | ||||||||||||||||||||||||||||||
Debt instrument, face amount | $ 53,500 | ||||||||||||||||||||||||||||||
Debt instrument interest rate stated percentage | 10% | ||||||||||||||||||||||||||||||
Outstanding balance | $ 53,500 | ||||||||||||||||||||||||||||||
Number of shares (in Shares) | 4,300,327 | 56,483,670 | |||||||||||||||||||||||||||||
Convertible notes payable current | $ 0 | ||||||||||||||||||||||||||||||
Debt Instrument convertible terms of conversion feature description | The January 31, 2019 Note bore interest at a rate of 10% per year, had a maturity date of January 31, 2020, and was convertible into common stock 180 days after issuance. The conversion price was calculated as a 39% discount to the lowest trading prices during the 15 trading days prior to conversion. | ||||||||||||||||||||||||||||||
Debt Instrument, Fee Amount | $ 3,500 | ||||||||||||||||||||||||||||||
Interest and fee | $ 3,935 | $ 3,165 | |||||||||||||||||||||||||||||
Convertible Promissory Note - The February 21, 2019 Note [Member] | |||||||||||||||||||||||||||||||
Convertible Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||||||||
Debt instrument, face amount | $ 53,000 | $ 53,000 | |||||||||||||||||||||||||||||
Outstanding balance | 53,000 | ||||||||||||||||||||||||||||||
Accrued interest | $ 2,650 | ||||||||||||||||||||||||||||||
Number of shares (in Shares) | 62,281,512 | ||||||||||||||||||||||||||||||
Proceeds from Notes Payable | 50,000 | ||||||||||||||||||||||||||||||
Debt Instrument, Fee Amount | $ 3,000 | $ 3,000 | |||||||||||||||||||||||||||||
Conversion descrpition | The February 21, 2019 Note bore interest at a rate of 10% per year, had a maturity date of February 21, 2020, and was convertible into common stock 180 days after issuance. The conversion price was calculated as a 39% discount to the average of the two lowest trading prices during the 20 trading days prior to conversion. | ||||||||||||||||||||||||||||||
Convertible Promissory Note - The May 2, 2019 Note [Member] | |||||||||||||||||||||||||||||||
Convertible Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||||||||
Debt instrument, face amount | $ 48,500 | ||||||||||||||||||||||||||||||
Number of shares (in Shares) | 22,258,360 | ||||||||||||||||||||||||||||||
Proceeds from Notes Payable | 45,000 | ||||||||||||||||||||||||||||||
Debt Instrument, Fee Amount | $ 3,500 | ||||||||||||||||||||||||||||||
Conversion descrpition | The May 2, 2019 Note bore interest at a rate of 10% per year, had a maturity date of May 2, 2020, and was convertible into common stock 180 days after issuance. The conversion price was calculated as a 39% discount to the lowest trading price during the 15 trading days prior to conversion. | ||||||||||||||||||||||||||||||
Principal and fees portion of debt converted, value | $ 40,772 | ||||||||||||||||||||||||||||||
Principal and fees portion of debt converted, shares (in Shares) | 39,200,000 | ||||||||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 13,578 | ||||||||||||||||||||||||||||||
Convertible Promissory Note - The July 16, 2019 Note [Member] | |||||||||||||||||||||||||||||||
Convertible Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||||||||
Debt instrument, face amount | $ 43,000 | ||||||||||||||||||||||||||||||
Number of shares (in Shares) | 91,500,000 | ||||||||||||||||||||||||||||||
Proceeds from Notes Payable | 40,000 | ||||||||||||||||||||||||||||||
Debt Instrument, Fee Amount | $ 3,000 | ||||||||||||||||||||||||||||||
Conversion descrpition | The July 16, 2019 Note bore interest at a rate of 10% per year, had a maturity date of July 10, 2020, and was convertible into common stock 180 days after issuance. The conversion price was calculated as a 39% discount to the lowest trading price during the 15 trading days prior to conversion. | ||||||||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 52,300 | ||||||||||||||||||||||||||||||
Convertible Promissory Note - The September 4, 2019 Note [Member] | |||||||||||||||||||||||||||||||
Convertible Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||||||||
Debt instrument, face amount | $ 53,000 | ||||||||||||||||||||||||||||||
Outstanding balance | $ 48,000 | ||||||||||||||||||||||||||||||
Number of shares (in Shares) | 7,806,122 | ||||||||||||||||||||||||||||||
Proceeds from Notes Payable | 50,000 | ||||||||||||||||||||||||||||||
Debt Instrument, Fee Amount | $ 3,000 | ||||||||||||||||||||||||||||||
Conversion descrpition | The September 4, 2019 Note bore interest at a rate of 10% per year, had a maturity date of September 4, 2020, and was convertible into common stock 180 days after issuance. The conversion price was calculated as a 39% discount to the average of the two lowest trading prices during the 20 trading days prior to conversion. Because the conversion feature of the September 4, 2019 Note was not available to the lender, as of December 31, 2020, the September 4, 2019 Note was not considered a derivative. The Company included the September 4, 2019 Note in the valuation and accounting for derivatives once the 180 days conversion restriction period expired. During the year ended December 31, 2020, the lender converted $48,000 principal into 35,357,143 shares and $7,650 principal and interest into 7,806,122 shares, leaving a balance of zero. This note was converted within the terms of the agreement.On December 2, 2019 the Company issued a convertible promissory note (the “December 2, 2019 Note”) in the amount of $38,000 at which time the Company received of $35,000, and the remaining $3,000 was retained by the lender to cover legal and administrative cost. The proceeds were used to cover operational expenses. The December 2, 2019 Note bore interest at a rate of 10% per year, had a maturity date of December 2, 2020, and was convertible into common stock 180 days after issuance. The conversion price was calculated as a 39% discount to the average of the two lowest trading prices during the 20 trading days prior to conversion. Because the conversion feature of the December 2, 2019 Note was not available to the lender, as of December 31, 2020, the December 2, 2019 Note was not considered a derivative. On June 1, 2020, the Company repaid the remaining balance of the December 2, 2019 note, of $55,824, which includes principal, interest and prepayment penalty, leaving a balance of zero. The prepayment penalty of $16,528 was included in interest expense for the year ended June 30, 2020. On December 5, 2019 the Company issued a convertible promissory note (the “December 5, 2019 Note”) in the amount of $53,000 at which time the Company received of $50,000, and the remaining $3,000 was retained by the lender to cover legal and administrative cost. The proceeds were used to cover operational expenses. The December 5, 2019 Note bore interest at a rate of 10% per year, had a maturity date of December 5, 2020, and was convertible into common stock 180 days after issuance. The conversion price was calculated as a 39% discount to the average of the two lowest trading prices during the 20 trading days prior to conversion. | ||||||||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 7,650 | ||||||||||||||||||||||||||||||
Shares Issued For Conversion Of Principal Portion Of Debt (in Shares) | 35,357,143 | ||||||||||||||||||||||||||||||
Convertible Promissory Note - The December 2, 2019 Note [Member] | |||||||||||||||||||||||||||||||
Convertible Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||||||||
Debt instrument, face amount | $ 38,000 | ||||||||||||||||||||||||||||||
Proceeds from Notes Payable | 35,000 | ||||||||||||||||||||||||||||||
Debt Instrument, Fee Amount | $ 3,000 | ||||||||||||||||||||||||||||||
Conversion descrpition | The December 2, 2019 Note bore interest at a rate of 10% per year, had a maturity date of December 2, 2020, and was convertible into common stock 180 days after issuance. The conversion price was calculated as a 39% discount to the average of the two lowest trading prices during the 20 trading days prior to conversion. Because the conversion feature of the December 2, 2019 Note was not available to the lender, as of December 31, 2020, the December 2, 2019 Note was not considered a derivative. On June 1, 2020, the Company repaid the remaining balance of the December 2, 2019 note, of $55,824, which includes principal, interest and prepayment penalty, leaving a balance of zero. The prepayment penalty of $16,528 was included in interest expense for the year ended June 30, 2020.On December 5, 2019 the Company issued a convertible promissory note (the “December 5, 2019 Note”) in the amount of $53,000 at which time the Company received of $50,000, and the remaining $3,000 was retained by the lender to cover legal and administrative cost. The proceeds were used to cover operational expenses. The December 5, 2019 Note bore interest at a rate of 10% per year, had a maturity date of December 5, 2020, and was convertible into common stock 180 days after issuance. The conversion price was calculated as a 39% discount to the average of the two lowest trading prices during the 20 trading days prior to conversion. | ||||||||||||||||||||||||||||||
Repayments of Notes Payable | $ 55,824 | ||||||||||||||||||||||||||||||
Debt prepayment penalty | $ 16,528 | ||||||||||||||||||||||||||||||
Convertible Promissory Note - The December 5, 2019 Note [Member] | |||||||||||||||||||||||||||||||
Convertible Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||||||||
Debt instrument, face amount | $ 53,000 | ||||||||||||||||||||||||||||||
Proceeds from Notes Payable | 50,000 | ||||||||||||||||||||||||||||||
Debt Instrument, Fee Amount | $ 3,000 | ||||||||||||||||||||||||||||||
Conversion descrpition | The December 5, 2019 Note bore interest at a rate of 10% per year, had a maturity date of December 5, 2020, and was convertible into common stock 180 days after issuance. The conversion price was calculated as a 39% discount to the average of the two lowest trading prices during the 20 trading days prior to conversion. | ||||||||||||||||||||||||||||||
Repayments of Notes Payable | $ 77,859 | ||||||||||||||||||||||||||||||
Debt prepayment penalty | $ 22,988 |
Notes Payable (Details)
Notes Payable (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 8 Months Ended | 12 Months Ended | |||||||||||||||||||||||||||||||
Nov. 29, 2021 | Sep. 30, 2021 | Mar. 04, 2021 | Mar. 04, 2021 | Feb. 17, 2021 | Feb. 04, 2021 | Jan. 28, 2021 | Jan. 28, 2021 | Dec. 10, 2020 | Oct. 21, 2020 | May 05, 2020 | Jan. 17, 2020 | Apr. 03, 2019 | Jun. 29, 2018 | Jan. 03, 2018 | Dec. 19, 2017 | Nov. 27, 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 | Feb. 17, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Apr. 13, 2022 | Mar. 30, 2022 | Dec. 30, 2021 | Feb. 28, 2019 | |
Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||
Debt instrument, description | 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 | |||||||||||||||||||||||||||||||||||
Notes payable, related parties | $ 0 | $ 792,235 | $ 0 | |||||||||||||||||||||||||||||||||
Shares issued (in Shares) | 25,000,000 | 77,420,000 | ||||||||||||||||||||||||||||||||||
Shares issued, price per share (in Dollars per share) | $ 0.0173 | |||||||||||||||||||||||||||||||||||
Interest expense | $ 2,820,000 | 0 | 270,607 | |||||||||||||||||||||||||||||||||
Amortization of debt discount | $ 274,992 | 274,992 | 270,607 | |||||||||||||||||||||||||||||||||
Notes payable, related parties | $ 0 | $ 792,235 | ||||||||||||||||||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||
Stock issuances to lenders, shares (in Shares) | 110,000,000 | 85,000,000 | 38,001,563 | |||||||||||||||||||||||||||||||||
Number of shares (in Shares) | 18,313,074 | 18,313,074 | ||||||||||||||||||||||||||||||||||
Promissory Note8 [Member] | ||||||||||||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||
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 | |||||||||||||||||||||||||||||||||||
Unsecured Promissory Note [Member] | ||||||||||||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||
Debt instrument, description | 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 bears interest at a rate of 5% per year and is not convertible into shares of common stock of the Company. | |||||||||||||||||||||||||||||||||||
Series G Preferred Stock [Member] | ||||||||||||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||
Number of shares (in Shares) | 2,597 | |||||||||||||||||||||||||||||||||||
Third Party [Member] | Promissory Note14 [Member] | ||||||||||||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||
Debt instrument, face amount | $ 600,000 | |||||||||||||||||||||||||||||||||||
Proceeds from notes payable | $ 548,250 | |||||||||||||||||||||||||||||||||||
Debt instrument, interest rate description | The October 2020 Note bore interest at a rate of 12% per year, with 12 months of interest guaranteed. | |||||||||||||||||||||||||||||||||||
Stock issuances to lenders, shares (in Shares) | 32,232,333 | |||||||||||||||||||||||||||||||||||
Discount amount | $ 299,761 | |||||||||||||||||||||||||||||||||||
Repayments of notes payable | $ 672,000 | $ 672,000 | ||||||||||||||||||||||||||||||||||
Amortization of debt discount | 242,274 | 242,274 | ||||||||||||||||||||||||||||||||||
Notes payable | 0 | $ 0 | ||||||||||||||||||||||||||||||||||
Third Party [Member] | Promissory Note15 [Member] | ||||||||||||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||
Debt instrument, face amount | $ 150,000 | |||||||||||||||||||||||||||||||||||
Proceeds from notes payable | $ 130,875 | |||||||||||||||||||||||||||||||||||
Debt instrument, interest rate description | The December 2020 Note bore interest at a rate of 12% per year, with 12 months of interest guaranteed. | |||||||||||||||||||||||||||||||||||
Stock issuances to lenders, shares (in Shares) | 5,769,230 | |||||||||||||||||||||||||||||||||||
Discount amount | $ 34,615 | |||||||||||||||||||||||||||||||||||
Repayments of notes payable | 152,614 | 152,614 | ||||||||||||||||||||||||||||||||||
Amortization of debt discount | 32,718 | 32,718 | ||||||||||||||||||||||||||||||||||
Notes payable | 0 | 0 | ||||||||||||||||||||||||||||||||||
Third Party [Member] | Promissory Note16 [Member] | ||||||||||||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||
Debt instrument, description | 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 complies 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 is 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. | |||||||||||||||||||||||||||||||||||
Proceeds from notes payable | $ 780,680 | |||||||||||||||||||||||||||||||||||
Third Party [Member] | Promissory Note11 [Member] | ||||||||||||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||
Debt instrument, face amount | $ 750,000 | |||||||||||||||||||||||||||||||||||
Proceeds from notes payable | 735,000 | |||||||||||||||||||||||||||||||||||
Debt instrument fee amount | $ 15,000 | $ 25,443 | ||||||||||||||||||||||||||||||||||
Third Party [Member] | Promissory Note12 [Member] | ||||||||||||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||
Proceeds from notes payable | $ 250,000 | |||||||||||||||||||||||||||||||||||
Debt instrument, interest rate description | The February 28, 2019 Note bore interest at a rate of 18% per year and is amortized over 12 months. During the year ended December 31, 2020, the Company made payments totaling $506,919 and included $64,326 in interest expense related to this note. As of December 31, 2021 and December 31, 2020, the outstanding balance on the February 28, 2019 Note was zero. | |||||||||||||||||||||||||||||||||||
Debt instrument increase in remaining balance, gross | 375 | |||||||||||||||||||||||||||||||||||
Debt instrument increase in remaining balance, net | 349,557 | |||||||||||||||||||||||||||||||||||
Third Party [Member] | Promissory Note13 [Member] | ||||||||||||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||
Debt instrument, face amount | $ 780,680 | |||||||||||||||||||||||||||||||||||
Debt instrument, description | This May 2020 Note was issued through the Small Business Administration Paycheck Protection Program (the “PPP Program”), and bears interest at a rate of 1% per year. The PPP Program loans allow a deferment period of 6 months, which would require payments to be made starting November 5, 2020. On November 13, 2020, the May 2020 Note was forgiven in full. As of December 31, 2021 and December 31, 2020, the balance on the May 2020 Note was zero, and the Company recorded a gain in the amount of $780,680. | |||||||||||||||||||||||||||||||||||
Proceeds from notes payable | $ 780,680 | |||||||||||||||||||||||||||||||||||
Related Party [Member] | Promissory Note1 [Member] | ||||||||||||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||
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. | |||||||||||||||||||||||||||||||||||
Notes payable, related parties | 0 | $ 0 | ||||||||||||||||||||||||||||||||||
Related Party [Member] | Promissory Note2 [Member] | ||||||||||||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||
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. | |||||||||||||||||||||||||||||||||||
Notes payable, related parties | 0 | 0 | ||||||||||||||||||||||||||||||||||
Related Party [Member] | Promissory Note3 [Member] | ||||||||||||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||
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. | |||||||||||||||||||||||||||||||||||
Notes payable, related parties | 0 | 0 | ||||||||||||||||||||||||||||||||||
Related Party [Member] | Promissory Note4 [Member] | ||||||||||||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||
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. | |||||||||||||||||||||||||||||||||||
Notes payable, related parties | 0 | 0 | ||||||||||||||||||||||||||||||||||
Related Party [Member] | Promissory Note5 [Member] | ||||||||||||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||
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. | |||||||||||||||||||||||||||||||||||
Notes payable, related parties | 0 | 0 | ||||||||||||||||||||||||||||||||||
Related Party [Member] | Promissory Note6 [Member] | ||||||||||||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||
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. | |||||||||||||||||||||||||||||||||||
Notes payable, related parties | 0 | 0 | ||||||||||||||||||||||||||||||||||
Related Party [Member] | Promissory Note7 [Member] | ||||||||||||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||
Debt instrument, face amount | $ 62,000 | |||||||||||||||||||||||||||||||||||
Proceeds from related party debt | $ 62,000 | |||||||||||||||||||||||||||||||||||
Debt instrument, description | 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. | |||||||||||||||||||||||||||||||||||
Notes payable, related parties | 0 | 0 | ||||||||||||||||||||||||||||||||||
Related Party [Member] | Promissory Note8 [Member] | ||||||||||||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||
Debt instrument, face amount | $ 106,000 | $ 106,000 | ||||||||||||||||||||||||||||||||||
Proceeds from related party debt | $ 106,000 | |||||||||||||||||||||||||||||||||||
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 balance of the November 27, 2017 Note, as of June 30, 2022 is zero. | |||||||||||||||||||||||||||||||||||
Notes payable, related parties | 0 | |||||||||||||||||||||||||||||||||||
Related Party [Member] | Promissory Note9 [Member] | ||||||||||||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||
Debt instrument, face amount | $ 42,000 | |||||||||||||||||||||||||||||||||||
Proceeds from related party debt | $ 49,000 | $ 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. | |||||||||||||||||||||||||||||||||||
Notes payable, related parties | 0 | 0 | ||||||||||||||||||||||||||||||||||
Related Party [Member] | Promissory Note10 [Member] | ||||||||||||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||
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. | |||||||||||||||||||||||||||||||||||
Notes payable, related parties | $ 0 | 0 | ||||||||||||||||||||||||||||||||||
Related Party [Member] | Unsecured Promissory Note [Member] | ||||||||||||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||
Proceeds from related party debt | $ 683,100 | |||||||||||||||||||||||||||||||||||
Related Party [Member] | Conversion Of Notes [Member] | ||||||||||||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||
Interest expense | 560 | |||||||||||||||||||||||||||||||||||
Related Party [Member] | Conversion Of Notes [Member] | Series G Preferred Stock [Member] | ||||||||||||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||
Number of shares (in Shares) | 2,597 | |||||||||||||||||||||||||||||||||||
Bountiful Capital L L C [Member] | ||||||||||||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||
Debt instrument, face amount | 683,100 | 683,100 | ||||||||||||||||||||||||||||||||||
Repayments of related party debt | $ 840,000 | |||||||||||||||||||||||||||||||||||
Bountiful Capital L L C [Member] | Unsecured Promissory Note [Member] | ||||||||||||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||
Debt instrument, face amount | 683,100 | $ 840,000 | $ 840,000 | $ 683,100 | ||||||||||||||||||||||||||||||||
Proceeds from related party debt | $ 683,100 | $ 840,000 | ||||||||||||||||||||||||||||||||||
Debt instrument, description | 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. | |||||||||||||||||||||||||||||||||||
Notes payable, related parties | 817,781 | 817,781 | 817,781 | |||||||||||||||||||||||||||||||||
Repayments of related party debt | $ 428,652 | $ 840,000 | ||||||||||||||||||||||||||||||||||
Debt instrument, interest rate, stated percentage | 5% | 5% | ||||||||||||||||||||||||||||||||||
Debt instrument, maturity date | Aug. 31, 2021 | |||||||||||||||||||||||||||||||||||
Interest payable, current | $ 134,680 | $ 134,680 | $ 134,680 | |||||||||||||||||||||||||||||||||
Interest expense | $ 2,820,000 | |||||||||||||||||||||||||||||||||||
Principal amount description | Pursuant to the exchange agreement, the Company extinguished the principal amount of $683,100, plus accrued interest of $140,295, on the February 27, 2021 Note by repaying $428,652 in cash and issuing 26,316,264 shares of common stock of the Company in full satisfaction of the note. | |||||||||||||||||||||||||||||||||||
Bountiful Capital L L C [Member] | Unsecured Promissory Note [Member] | Common Stock [Member] | ||||||||||||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||
Shares issued (in Shares) | 26,316,264 | 25,000,000 | ||||||||||||||||||||||||||||||||||
Shares issued, price per share (in Dollars per share) | $ 0.1128 | $ 0.1128 | ||||||||||||||||||||||||||||||||||
Third Party [Member] | Promissory Note11 [Member] | ||||||||||||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||
Debt instrument, face amount | $ 1,000,000 |
Derivative Liabilities (Details
Derivative Liabilities (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||
Feb. 17, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |||||
Derivative liability | $ 0 | $ 0 | $ 0 | $ 0 | |
Incurred losses | 0 | 0 | |||
Convertible notes | 329 | 37,787 | |||
Interest expense | $ 2,820,000 | 0 | 270,607 | ||
Accrued interest | $ 0 | $ 0 |
Capital Stock (Details)
Capital Stock (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||||||
Apr. 13, 2022 | Mar. 18, 2021 | Mar. 05, 2021 | Sep. 30, 2021 | Sep. 29, 2021 | Jun. 30, 2021 | Mar. 28, 2021 | Mar. 18, 2021 | Feb. 23, 2021 | Feb. 17, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Feb. 06, 2020 | |
Capital Stock (Details) [Line Items] | ||||||||||||||||
Common stock, shares authorized | 97,543 | 10,000,000,000 | 10,000,000,000 | 2,000,000,000 | ||||||||||||
Common stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | 5,000,000 | |||||||||||||
Preferred stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||||
Preferred Stock convertible shares | 2,597 | |||||||||||||||
Paid dividends (in Dollars) | $ 408,806 | $ 408,805 | $ 23,452 | |||||||||||||
Common stock, shares, outstanding | 1,134,084,046 | 1,055,556,518 | 683,940,104 | |||||||||||||
Issued and sold shares of common stock | 85,000,000 | |||||||||||||||
Prefunded warrants to purchase common stock | 57,857,143 | 162,703,869 | ||||||||||||||
Exercise price (in Dollars per share) | $ 0.0875 | $ 0.001 | ||||||||||||||
Warrants to purchase common stock | 142,857,143 | |||||||||||||||
Gross proceeds (in Dollars) | $ 10,000,000 | |||||||||||||||
Net proceeds (in Dollars) | $ 8,558,350 | 8,500,493 | $ 940,159 | |||||||||||||
Exercise of the prefunded warrants (in Dollars) | $ 57,857 | |||||||||||||||
Common stock discount price per share (in Dollars per share) | $ 0.0454 | |||||||||||||||
Additional warrants (in Dollars) | $ 28,571,429 | |||||||||||||||
Warrants issued (in Dollars) | $ 10,714,286 | |||||||||||||||
Agreement, description | 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. | |||||||||||||||
Investor purchased shares of common stock | 25,000,000 | 77,420,000 | ||||||||||||||
Total shares of common stock | 195,086 | |||||||||||||||
Cost basis per share (in Dollars per share) | $ 0.0173 | |||||||||||||||
Cost basis of amount (in Dollars) | $ 3,374 | |||||||||||||||
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 | |||||||||||||||
Common Stock [Member] | ||||||||||||||||
Capital Stock (Details) [Line Items] | ||||||||||||||||
Issued and sold shares of common stock | 85,000,000 | |||||||||||||||
Minimum [Member] | ||||||||||||||||
Capital Stock (Details) [Line Items] | ||||||||||||||||
Exercise price (in Dollars per share) | $ 0.07 | |||||||||||||||
Maximum [Member] | ||||||||||||||||
Capital Stock (Details) [Line Items] | ||||||||||||||||
Exercise price (in Dollars per share) | $ 0.0454 | |||||||||||||||
Series A Preferred Stock [Member] | ||||||||||||||||
Capital Stock (Details) [Line Items] | ||||||||||||||||
Preferred stock, shares authorized | 10,000 | 10,000 | ||||||||||||||
Preferred stock, shares designated | 10,000 | 10,000 | ||||||||||||||
Preferred Stock convertible shares | 10,000 | 10,000 | ||||||||||||||
Preferred stock dividend per share (in Dollars per share) | $ 8 | $ 8 | ||||||||||||||
Paid dividends (in Dollars) | $ 0 | $ 148,705 | $ 148,705 | $ 20,000 | ||||||||||||
Preferred stock, shares outstanding | 0 | |||||||||||||||
Holder shares | 10,000 | 10,000 | ||||||||||||||
Preferred stock dividend (in Dollars) | $ 0 | |||||||||||||||
Series A Preferred Stock [Member] | Preferred Stock [Member] | ||||||||||||||||
Capital Stock (Details) [Line Items] | ||||||||||||||||
Preferred stock, shares outstanding | 0 | |||||||||||||||
Common stock, shares, outstanding | 100,000,000 | |||||||||||||||
Series A Preferred Stock [Member] | Common Stock [Member] | ||||||||||||||||
Capital Stock (Details) [Line Items] | ||||||||||||||||
Common stock, shares, outstanding | 100,000,000 | |||||||||||||||
Preferred stock is convertible into common stock | 100,000,000 | 100,000,000 | ||||||||||||||
Series B Preferred Stock [Member] | ||||||||||||||||
Capital Stock (Details) [Line Items] | ||||||||||||||||
Preferred stock, shares authorized | 25,000 | 25,000 | 25,000 | |||||||||||||
Preferred stock, shares designated | 25,000 | 25,000 | ||||||||||||||
Preferred stock, shares outstanding | 18,025 | 18,025 | ||||||||||||||
Conversion price per share (in Dollars per share) | $ 0.004 | $ 0.004 | ||||||||||||||
Series B Preferred Stock [Member] | Preferred Stock [Member] | ||||||||||||||||
Capital Stock (Details) [Line Items] | ||||||||||||||||
Preferred stock, par value (in Dollars per share) | $ 100 | |||||||||||||||
Preferred stock, par value (in Dollars per share) | $ 100 | |||||||||||||||
Series C Preferred Stock [Member] | ||||||||||||||||
Capital Stock (Details) [Line Items] | ||||||||||||||||
Preferred stock, shares authorized | 25,000 | 25,000 | 25,000 | |||||||||||||
Preferred stock, shares designated | 25,000 | 25,000 | ||||||||||||||
Preferred stock, shares outstanding | 14,425 | 14,425 | ||||||||||||||
Conversion price per share (in Dollars per share) | $ 0.01 | $ 0.01 | ||||||||||||||
Preferred stock, par value (in Dollars per share) | $ 100 | |||||||||||||||
Series C Preferred Stock [Member] | Preferred Stock [Member] | ||||||||||||||||
Capital Stock (Details) [Line Items] | ||||||||||||||||
Preferred stock, par value (in Dollars per share) | $ 100 | |||||||||||||||
Series D Preferred Stock [Member] | ||||||||||||||||
Capital Stock (Details) [Line Items] | ||||||||||||||||
Preferred stock, shares authorized | 90,000 | 90,000 | 90,000 | |||||||||||||
Preferred stock, shares designated | 90,000 | 90,000 | ||||||||||||||
Preferred Stock convertible shares | 3,979 | |||||||||||||||
Paid dividends (in Dollars) | $ 0 | $ 257,609 | $ 0 | |||||||||||||
Preferred stock, shares outstanding | 86,021 | 90,000 | ||||||||||||||
Holder shares | 90,000 | |||||||||||||||
Preferred stock dividend (in Dollars) | $ 0 | $ 0 | ||||||||||||||
Preferred stock, par value (in Dollars per share) | $ 100 | |||||||||||||||
Preferred stock is convertible into common stock | 2,500 | 9,947,500 | ||||||||||||||
Preferred stock, shares outstanding | 86,021 | |||||||||||||||
Series D Preferred Stock [Member] | Preferred Stock [Member] | ||||||||||||||||
Capital Stock (Details) [Line Items] | ||||||||||||||||
Preferred stock, par value (in Dollars per share) | $ 100 | |||||||||||||||
Series D Preferred Stock [Member] | Common Stock [Member] | ||||||||||||||||
Capital Stock (Details) [Line Items] | ||||||||||||||||
Preferred stock is convertible into common stock | 9,947,500 | 9,947,500 | 2,500 | |||||||||||||
Series E Preferred Stock [Member] | ||||||||||||||||
Capital Stock (Details) [Line Items] | ||||||||||||||||
Preferred stock, shares authorized | 10,000 | 10,000 | 10,000 | |||||||||||||
Preferred stock, shares designated | 10,000 | 10,000 | ||||||||||||||
Preferred stock, shares outstanding | 10,000 | 10,000 | ||||||||||||||
Conversion price per share (in Dollars per share) | $ 0.05 | $ 0.05 | ||||||||||||||
Preferred stock, par value (in Dollars per share) | $ 100 | |||||||||||||||
Series E Preferred Stock [Member] | Preferred Stock [Member] | ||||||||||||||||
Capital Stock (Details) [Line Items] | ||||||||||||||||
Preferred stock, par value (in Dollars per share) | $ 100 | |||||||||||||||
Series F Preferred Stock [Member] | ||||||||||||||||
Capital Stock (Details) [Line Items] | ||||||||||||||||
Preferred stock, shares authorized | 800,000 | 800,000 | 800,000 | |||||||||||||
Preferred stock, shares designated | 800,000 | 800,000 | ||||||||||||||
Paid dividends (in Dollars) | $ 2,491 | |||||||||||||||
Preferred stock, shares outstanding | 0 | 2,413 | ||||||||||||||
Preferred stock dividend (in Dollars) | $ 0 | $ 0 | ||||||||||||||
Preferred stock, par value (in Dollars per share) | $ 25 | |||||||||||||||
Annual rate | 10% | 10% | ||||||||||||||
Redemption price per share (in Dollars per share) | $ 25 | $ 25 | ||||||||||||||
Total dividends (in Dollars) | $ 62,246 | $ 62,246 | ||||||||||||||
Comprised of stated value dividends (in Dollars) | 61,325 | 61,325 | ||||||||||||||
Accrued dividends (in Dollars) | $ 921 | $ 921 | 921 | |||||||||||||
Preferred stock, shares outstanding | 0 | |||||||||||||||
Series F Preferred Stock [Member] | Preferred Stock [Member] | ||||||||||||||||
Capital Stock (Details) [Line Items] | ||||||||||||||||
Preferred stock, par value (in Dollars per share) | $ 25 | |||||||||||||||
Series G Preferred Stock [Member] | ||||||||||||||||
Capital Stock (Details) [Line Items] | ||||||||||||||||
Preferred stock, shares authorized | 2,600 | 2,600 | 2,600 | |||||||||||||
Preferred stock, shares designated | 2,600 | 2,600 | ||||||||||||||
Preferred stock, shares outstanding | 2,597 | 2,597 | ||||||||||||||
Conversion price per share (in Dollars per share) | $ 0.0019 | $ 0.0019 | ||||||||||||||
Preferred stock, par value (in Dollars per share) | $ 100 | |||||||||||||||
Series G Preferred Stock [Member] | Preferred Stock [Member] | ||||||||||||||||
Capital Stock (Details) [Line Items] | ||||||||||||||||
Preferred stock, par value (in Dollars per share) | $ 100 | |||||||||||||||
Series H Preferred Stock [Member] | ||||||||||||||||
Capital Stock (Details) [Line Items] | ||||||||||||||||
Preferred stock, shares authorized | 1,000 | 1,000 | ||||||||||||||
Preferred stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 | ||||||||||||||
Preferred stock, shares designated | 1,000 | 1,000 | ||||||||||||||
Preferred stock, shares outstanding | 1,000 | 1,000 | 0 | 0 | ||||||||||||
Holder shares | 1,000 | |||||||||||||||
Redemption price per share (in Dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||||
Issued and sold shares of common stock | 1,000 | 1,000 | ||||||||||||||
Preferred stock voting rights, description | 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 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. | ||||||||||||||
Redemption shares | 1,000 | 1,000 | ||||||||||||||
Preferred stock, shares outstanding | 0 | |||||||||||||||
Expenses (in Dollars) | $ 5,000,000 | $ 511,363 | ||||||||||||||
Preferred stock revalued (in Dollars) | 369,596 | $ 369,596 | ||||||||||||||
Reduction value (in Dollars) | $ 4,630,404 | |||||||||||||||
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 $0.001 per share on the sooner of: 1) sixty days (60) from the effective date of the Certificate of Designation, 2) on the date Andrew Van Noy ceases to serve as an officer, director or consultant of the Company, or 3) on the date that the Company’s shares of common stock first trade on any national securities exchange. |
Stock Options and Warrants (Det
Stock Options and Warrants (Details) - USD ($) | 1 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||||||
Feb. 01, 2022 | Jan. 05, 2021 | Jun. 02, 2020 | Sep. 30, 2018 | Sep. 18, 2017 | Aug. 01, 2017 | Aug. 18, 2022 | Mar. 30, 2021 | Jun. 30, 2020 | Jan. 17, 2020 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Jan. 03, 2018 | |
Stock Options and Warrants (Details) [Line Items] | |||||||||||||||
Purchase of shares | 20,000,000 | ||||||||||||||
Price per share (in Dollars per share) | $ 0.0295 | ||||||||||||||
Expire date | Feb. 01, 2025 | Jan. 17, 2025 | |||||||||||||
Cashless basis options | 3,324,201 | 6,675,799 | 76,280,412 | 13,442,467 | |||||||||||
Issuance of shares | 1,233,509 | 5,439,540 | |||||||||||||
Forfeited shares | 600,000 | 1,200,000 | |||||||||||||
Intrinsic value of the stock options (in Dollars) | $ 3,419,267 | $ 5,256,720 | |||||||||||||
Stock option expense (in Dollars) | $ 894,117 | $ 491,473 | |||||||||||||
Warrants outstanding | 162,703,869 | 162,703,869 | |||||||||||||
Warrant expense (in Dollars) | $ 0 | 983,571 | |||||||||||||
Warrant expense (in Dollars) | $ 894,117 | $ 491,473 | $ 1,247,048 | $ 390,035 | |||||||||||
Common Stock [Member] | |||||||||||||||
Stock Options and Warrants (Details) [Line Items] | |||||||||||||||
Cashless basis options | 11,107,503 | ||||||||||||||
Equity Option [Member] | |||||||||||||||
Stock Options and Warrants (Details) [Line Items] | |||||||||||||||
Purchase of shares | 20,000,000 | ||||||||||||||
Price per share (in Dollars per share) | $ 0.0068 | $ 0.0069 | $ 0.005 | $ 0.0454 | |||||||||||
Expire date | Jan. 17, 2025 | ||||||||||||||
Cashless basis options | 3,324,201 | 6,675,799 | |||||||||||||
Issuance of shares | 1,233,509 | 5,439,540 | |||||||||||||
Forfeited shares | 600,000 | 1,200,000 | |||||||||||||
Intrinsic value of the stock options (in Dollars) | $ 5,256,720 | $ 1,366,650 | |||||||||||||
Stock option expense (in Dollars) | $ 1,247,048 | $ 390,035 | |||||||||||||
Warrants outstanding | 162,703,869 | 20,912,852 | |||||||||||||
Warrant expense (in Dollars) | $ 983,571 | $ 98,343 | |||||||||||||
Equity Option [Member] | Warrant [Member] | |||||||||||||||
Stock Options and Warrants (Details) [Line Items] | |||||||||||||||
Shares, issued | 240,000,001 | ||||||||||||||
Non Qualified Stock Options [Member] | Ten Key Employees And Three Directors [Member] | |||||||||||||||
Stock Options and Warrants (Details) [Line Items] | |||||||||||||||
Purchase of shares | 283,000,000 | ||||||||||||||
Non Qualified Stock Options [Member] | Key Employee [Member] | |||||||||||||||
Stock Options and Warrants (Details) [Line Items] | |||||||||||||||
Purchase of shares | 10,000,000 | ||||||||||||||
Price per share (in Dollars per share) | $ 0.01 | ||||||||||||||
Expire date | Aug. 01, 2022 | ||||||||||||||
Stock options, description | 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. | ||||||||||||||
Non Qualified Stock Options [Member] | Three Key Employees [Member] | |||||||||||||||
Stock Options and Warrants (Details) [Line Items] | |||||||||||||||
Purchase of shares | 1,800,000 | ||||||||||||||
Price per share (in Dollars per share) | $ 0.05 | ||||||||||||||
Expire date | Sep. 18, 2022 | ||||||||||||||
Non Qualified Stock Options [Member] | Key Employee1 [Member] | |||||||||||||||
Stock Options and Warrants (Details) [Line Items] | |||||||||||||||
Price per share (in Dollars per share) | $ 0.04 | ||||||||||||||
Non Qualified Stock Options [Member] | Ten Key Employees And Three Directors [Member] | |||||||||||||||
Stock Options and Warrants (Details) [Line Items] | |||||||||||||||
Price per share (in Dollars per share) | $ 0.0019 | ||||||||||||||
Stock options, description | These options were exercisable on a cashless basis, any time after January 17, 2021. | ||||||||||||||
Cashless basis options | 1,000,000 | 3,766,668 | |||||||||||||
Forfeited shares | 20,000,000 | ||||||||||||||
Non Qualified Stock Options [Member] | Ten Key Employees And Three Directors [Member] | Common Stock [Member] | |||||||||||||||
Stock Options and Warrants (Details) [Line Items] | |||||||||||||||
Cashless basis options | 912,442 | 3,366,714 | |||||||||||||
Non Qualified Stock Options [Member] | Director [Member] | |||||||||||||||
Stock Options and Warrants (Details) [Line Items] | |||||||||||||||
Purchase of shares | 17,000,000 | ||||||||||||||
Price per share (in Dollars per share) | $ 0.0018 | ||||||||||||||
Expire date | Jun. 02, 2025 | ||||||||||||||
Non Qualified Stock Options [Member] | Six Key Employees And Three Directors [Member] | |||||||||||||||
Stock Options and Warrants (Details) [Line Items] | |||||||||||||||
Purchase of shares | 368,000,000 | ||||||||||||||
Price per share (in Dollars per share) | $ 0.0068 | ||||||||||||||
Expire date | Jan. 05, 2026 | ||||||||||||||
Stock options, description | These options were exercisable on a cashless basis, any time after January 5, 2022. | ||||||||||||||
Forfeited shares | 1,000,000 | ||||||||||||||
Non Qualified Stock Options [Member] | Key Employee2 [Member] | |||||||||||||||
Stock Options and Warrants (Details) [Line Items] | |||||||||||||||
Purchase of shares | 5,000,000 | ||||||||||||||
Price per share (in Dollars per share) | $ 0.0017 | ||||||||||||||
Expire date | Aug. 18, 2026 | ||||||||||||||
Stock options, description | These options are exercisable on a cashless basis, any time after August 18, 2022. | ||||||||||||||
Non Qualified Stock Options [Member] | Five Board Members [Member] | |||||||||||||||
Stock Options and Warrants (Details) [Line Items] | |||||||||||||||
Purchase of shares | 122,500,000 | ||||||||||||||
Price per share (in Dollars per share) | $ 0.0295 | ||||||||||||||
Expire date | Feb. 01, 2025 | ||||||||||||||
Stock options, description | These options are exercisable on a cashless basis, anytime after March 1, 2022. | ||||||||||||||
Non Qualified Stock Options [Member] | Equity Option [Member] | Key Employee [Member] | |||||||||||||||
Stock Options and Warrants (Details) [Line Items] | |||||||||||||||
Purchase of shares | 10,000,000 | ||||||||||||||
Price per share (in Dollars per share) | $ 0.01 | $ 0.04 | |||||||||||||
Expire date | Aug. 01, 2022 | ||||||||||||||
Stock options, description | These options allow the optionee to exercise 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 used to obtain those shares of common stock. | ||||||||||||||
Stock options period | 36 months | ||||||||||||||
Non Qualified Stock Options [Member] | Equity Option [Member] | Three Key Employees [Member] | |||||||||||||||
Stock Options and Warrants (Details) [Line Items] | |||||||||||||||
Purchase of shares | 1,800,000 | ||||||||||||||
Price per share (in Dollars per share) | $ 0.05 | ||||||||||||||
Stock options period | 36 months | ||||||||||||||
Non Qualified Stock Options [Member] | Equity Option [Member] | Ten Key Employees And Three Directors [Member] | |||||||||||||||
Stock Options and Warrants (Details) [Line Items] | |||||||||||||||
Purchase of shares | 283,000,000 | ||||||||||||||
Price per share (in Dollars per share) | $ 0.0019 | ||||||||||||||
Stock options, description | These options allow the optionee to exercise on a cashless basis, any time after January 17, 2021. | ||||||||||||||
Cashless basis options | 3,766,668 | ||||||||||||||
Forfeited shares | 20,000,000 | ||||||||||||||
Stock options period | 36 months | ||||||||||||||
Non Qualified Stock Options [Member] | Equity Option [Member] | Ten Key Employees And Three Directors [Member] | Common Stock [Member] | |||||||||||||||
Stock Options and Warrants (Details) [Line Items] | |||||||||||||||
Cashless basis options | 3,366,714 | ||||||||||||||
Non Qualified Stock Options [Member] | Equity Option [Member] | Director [Member] | |||||||||||||||
Stock Options and Warrants (Details) [Line Items] | |||||||||||||||
Purchase of shares | 17,000,000 | ||||||||||||||
Price per share (in Dollars per share) | $ 0.0018 | ||||||||||||||
Expire date | Jun. 02, 2025 | ||||||||||||||
Stock options period | 36 months | ||||||||||||||
Non Qualified Stock Options [Member] | Equity Option [Member] | Six Key Employees And Three Directors [Member] | |||||||||||||||
Stock Options and Warrants (Details) [Line Items] | |||||||||||||||
Purchase of shares | 368,000,000 | ||||||||||||||
Price per share (in Dollars per share) | $ 0.0068 | ||||||||||||||
Expire date | Jan. 05, 2026 | ||||||||||||||
Stock options, description | These options are exercisable on a cashless basis, resulting in no cash payment to the Company upon exercise, any time after January 5, 2022. | ||||||||||||||
Forfeited shares | 1,000,000 | ||||||||||||||
Stock options period | 36 months | ||||||||||||||
Non Qualified Stock Options [Member] | Equity Option [Member] | Key Employee2 [Member] | |||||||||||||||
Stock Options and Warrants (Details) [Line Items] | |||||||||||||||
Purchase of shares | 5,000,000 | ||||||||||||||
Price per share (in Dollars per share) | $ 0.0017 | ||||||||||||||
Expire date | Aug. 18, 2026 | ||||||||||||||
Stock options, description | These options are exercisable on a cashless basis, any time after August 18, 2022. | ||||||||||||||
Stock options period | 36 months |
Stock Options and Warrants (D_2
Stock Options and Warrants (Details) - Schedule of fair value of options granted | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule Of Fair Value Of Options Granted Abstract | ||||
Risk free interest rate | 1.29% | 0.40% | 1.86% | 1.86% |
Stock volatility factor | 229% | 337% | ||
Weighted average expected option life | 3 years | 5 years | 5 years | 5 years |
Expected dividend yield | 0% | 0% | 0% | 0% |
Stock Options and Warrants (D_3
Stock Options and Warrants (Details) - Schedule of the company’s stock option activity and related - Stock Options [Member] - $ / shares | 1 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Stock Options and Warrants (Details) - Schedule of the company’s stock option activity and related [Line Items] | |||||
Options outstanding - beginning of year (in Shares) | 768,233,332 | 429,675,799 | 429,675,799 | ||
Weighted average exercise price outstanding - beginning of year | $ 0.0052 | $ 0.0052 | $ 0.0052 | ||
Options granted (in Shares) | 122,500,000 | 368,000,000 | |||
Weighted average exercise price granted | $ 0.0068 | $ 0.0068 | |||
Options exercised (in Shares) | (1,000,000) | (11,442,467) | |||
Weighted average exercise price exercised | $ 0.0019 | $ 0.0075 | |||
Options Fforfeited (in Shares) | 600,000 | 1,200,000 | |||
Weighted average exercise price forfeited | |||||
Options outstanding - end of year (in Shares) | 889,733,332 | 786,233,332 | 768,233,332 | 429,675,799 | |
Weighted average exercise price outstanding - end of year | $ 0.0092 | $ 0.0058 | $ 0.0052 | $ 0.0052 | |
Options exercisable at the end of year (in Shares) | 575,827,396 | 321,460,729 | |||
Weighted average exercise price exercisable at the end of year | $ 0.0068 | $ 0.0069 | $ 0.005 | $ 0.0454 | |
Weighted average fair value of options granted during the year | $ 2,580,600 | $ 2,502,400 |
Stock Options and Warrants (D_4
Stock Options and Warrants (Details) - Schedule of weighted average remaining contractual life of options outstanding - Stock Options [Member] | 6 Months Ended |
Jun. 30, 2022 $ / shares shares | |
0.015 Exercise [Member] | |
Stock Options and Warrants (Details) - Schedule of weighted average remaining contractual life of options outstanding [Line Items] | |
Exercise prices (in Dollars per share) | $ / shares | $ 0.015 |
Number of options outstanding | 35,000,000 |
Weighted Average remaining contractual life (years) | 1 month 24 days |
0.0131 Exercise Price [Member] 0.0131 Exercise Price [Member] | |
Stock Options and Warrants (Details) - Schedule of weighted average remaining contractual life of options outstanding [Line Items] | |
Exercise prices (in Dollars per share) | $ / shares | $ 0.0131 |
Number of options outstanding | 60,000,000 |
Weighted Average remaining contractual life (years) | 0 years |
0.013 Exercise Price [Member] | |
Stock Options and Warrants (Details) - Schedule of weighted average remaining contractual life of options outstanding [Line Items] | |
Exercise prices (in Dollars per share) | $ / shares | $ 0.013 |
Number of options outstanding | 15,000,000 |
Weighted Average remaining contractual life (years) | 0 years |
0.0068 Exercise Price [Member] | |
Stock Options and Warrants (Details) - Schedule of weighted average remaining contractual life of options outstanding [Line Items] | |
Exercise prices (in Dollars per share) | $ / shares | $ 0.0068 |
Number of options outstanding | 367,000,000 |
Weighted Average remaining contractual life (years) | 3 years 6 months 7 days |
0.0053 Exercise Price [Member] | |
Stock Options and Warrants (Details) - Schedule of weighted average remaining contractual life of options outstanding [Line Items] | |
Exercise prices (in Dollars per share) | $ / shares | $ 0.0053 |
Number of options outstanding | 10,000,000 |
Weighted Average remaining contractual life (years) | 1 month 13 days |
0.0019 Exercise Price [Member] | |
Stock Options and Warrants (Details) - Schedule of weighted average remaining contractual life of options outstanding [Line Items] | |
Exercise prices (in Dollars per share) | $ / shares | $ 0.0019 |
Number of options outstanding | 258,233,332 |
Weighted Average remaining contractual life (years) | 2 years 6 months 18 days |
0.0018 Exercise Price [Member] | |
Stock Options and Warrants (Details) - Schedule of weighted average remaining contractual life of options outstanding [Line Items] | |
Exercise prices (in Dollars per share) | $ / shares | $ 0.0018 |
Number of options outstanding | 17,000,000 |
Weighted Average remaining contractual life (years) | 2 years 11 months 4 days |
0.017 Exercise Price [Member] | |
Stock Options and Warrants (Details) - Schedule of weighted average remaining contractual life of options outstanding [Line Items] | |
Exercise prices (in Dollars per share) | $ / shares | $ 0.017 |
Number of options outstanding | 5,000,000 |
Weighted Average remaining contractual life (years) | 4 years 1 month 20 days |
0.0295 Exercise Price [Member] | |
Stock Options and Warrants (Details) - Schedule of weighted average remaining contractual life of options outstanding [Line Items] | |
Exercise prices (in Dollars per share) | $ / shares | $ 0.0295 |
Number of options outstanding | 122,500,000 |
Weighted Average remaining contractual life (years) | 2 years 7 months 2 days |
Weighted Average [Member] | |
Stock Options and Warrants (Details) - Schedule of weighted average remaining contractual life of options outstanding [Line Items] | |
Number of options outstanding | 889,733,332 |
Stock Options and Warrants (D_5
Stock Options and Warrants (Details) - Schedule of fair value of warrants issued - Warrant [Member] | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Stock Options and Warrants (Details) - Schedule of fair value of warrants issued [Line Items] | ||
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% |
Stock Options and Warrants (D_6
Stock Options and Warrants (Details) - Schedule of the company’s warrant activity and related - USD ($) | 1 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Sep. 30, 2018 | Mar. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule Of The Company SWarrant Activity And Related Abstract | |||||||
Warrants outstanding - beginning of period | 162,703,869 | 20,912,852 | 20,912,852 | ||||
Weighted average exercise price outstanding - beginning of period | $ 0.007 | $ 0.007 | $ 0.007 | ||||
Warrants issued | 240,000,001 | ||||||
Weighted average exercise price issued | $ 0.037 | ||||||
Warrants exercised | (3,324,201) | (6,675,799) | (76,280,412) | (13,442,467) | |||
Weighted average exercise price exercised | $ 0.007 | ||||||
Warrants forfeited | 600,000 | 1,200,000 | |||||
Weighted average exercise price forfeited | |||||||
Warrants outstanding - end of period | 162,703,869 | 184,632,441 | 162,703,869 | 20,912,852 | |||
Weighted average exercise price outstanding - end of period | $ 0.048 | $ 0.047 | $ 0.007 | $ 0.007 | |||
Warrants exercisable at the end of period | 162,703,869 | 184,632,441 | 471,914,611 | 223,165,297 | |||
Weighted average exercise price exercisable at the end of period | $ 0.048 | $ 0.047 | |||||
Weighted average fair value of warrants granted during the period | $ 7,792,900 | $ 8,720,357 | $ 7,792,900 | $ 98,343 |
Related Parties (Details)
Related Parties (Details) - USD ($) | 1 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||
Mar. 18, 2021 | Mar. 04, 2021 | Sep. 29, 2021 | Mar. 18, 2021 | Feb. 27, 2021 | Feb. 23, 2021 | Feb. 17, 2021 | Jan. 17, 2020 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Related Parties (Details) [Line Items] | ||||||||||||
Notes payable | $ 260,258 | |||||||||||
Interest rate | 5% | |||||||||||
Common stock, share issued (in Shares) | 1,134,084,046 | 1,055,556,518 | 683,940,104 | |||||||||
Company valued | $ 259,698 | |||||||||||
Stock Issued During Period, Shares, New Issues (in Shares) | 85,000,000 | |||||||||||
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 | |||||||||||
Related parties | $ 0 | 792,235 | ||||||||||
Company earned | 3,640 | |||||||||||
Outstanding accounts receivable | $ 0 | $ 0 | ||||||||||
Preferred Stock, Par or Stated Value Per Share (in Dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||
Common Stock [Member] | ||||||||||||
Related Parties (Details) [Line Items] | ||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 18,313,074 | 18,313,074 | ||||||||||
Interest rate | 5% | 5% | ||||||||||
Common stock, share issued (in Shares) | 8,831,939 | |||||||||||
Company valued | ||||||||||||
Stock Issued During Period, Shares, New Issues (in Shares) | 85,000,000 | |||||||||||
Series G Preferred Stock [Member] | ||||||||||||
Related Parties (Details) [Line Items] | ||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 2,597 | |||||||||||
Company valued | $ 259,698 | |||||||||||
Preferred stock, share issued (in Shares) | 2,597 | 2,597 | ||||||||||
Series H Preferred Stock [Member] | ||||||||||||
Related Parties (Details) [Line Items] | ||||||||||||
Stock Issued During Period, Shares, New Issues (in Shares) | 1,000 | 1,000 | ||||||||||
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. | |||||||||||
Preferred stock, share issued (in Shares) | 1,000 | 1,000 | 1,000 | |||||||||
Preferred Stock, Par or Stated Value Per Share (in Dollars per share) | $ 0.001 | $ 0.001 | ||||||||||
Business Acquisition [Member] | Common Stock [Member] | ||||||||||||
Related Parties (Details) [Line Items] | ||||||||||||
Voting power | 51% | 51% | ||||||||||
Bountiful Capital L L C [Member] | ||||||||||||
Related Parties (Details) [Line Items] | ||||||||||||
Notes payable | $ 240,500 | |||||||||||
Accrued interest | $ 140,295 | $ 113,626 | $ 19,758 | |||||||||
Principal balance | 683,100 | 840,000 | ||||||||||
Gross proceeds | $ 840,000 | |||||||||||
Interest rate | 5% | |||||||||||
Company paid | $ 840,000 | |||||||||||
Principal balance | $ 683,100 | |||||||||||
Interest expense | $ 2,820,000 | $ 2,820,000 | ||||||||||
Related share (in Shares) | 25,000,000 | 25,000,000 | ||||||||||
Cash | $ 428,652 | |||||||||||
Accrued interest | $ 0 | $ 0 | ||||||||||
Bountiful Capital L L C [Member] | Common Stock [Member] | ||||||||||||
Related Parties (Details) [Line Items] | ||||||||||||
Common stock, share issued (in Shares) | 26,316,264 | 25,000,000 | ||||||||||
Company valued | $ 2,820,000 | |||||||||||
Bountiful Capital L L C [Member] | Series G Preferred Stock [Member] | ||||||||||||
Related Parties (Details) [Line Items] | ||||||||||||
Preferred stock, share issued (in Shares) | 2,597 | |||||||||||
Andrew Van Noy [Member] | Series H Preferred Stock [Member] | ||||||||||||
Related Parties (Details) [Line Items] | ||||||||||||
Stock Issued During Period, Shares, New Issues (in Shares) | 1,000 | |||||||||||
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. | |||||||||||
Preferred stock, share issued (in Shares) | 1,000 | |||||||||||
Mr. Parscale [Member] | ||||||||||||
Related Parties (Details) [Line Items] | ||||||||||||
Company earned | $ 0 | $ 3,640 | ||||||||||
Unsecured Promissory Notes The Bountiful Notes [Member] | Bountiful Capital L L C [Member] | Series G Preferred Stock [Member] | ||||||||||||
Related Parties (Details) [Line Items] | ||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 2,597 |
Concentrations (Details)
Concentrations (Details) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Concentrations (Details) [Line Items] | ||||
Customer concentration percentage | 45% | 54% | ||
Accounts Receivable [Member] | Three customers [Member] | ||||
Concentrations (Details) [Line Items] | ||||
Customer concentration percentage | 57% | |||
Accounts Receivable [Member] | Two customers [Member] | ||||
Concentrations (Details) [Line Items] | ||||
Customer concentration percentage | 32% | |||
Four Major Customers [Member] | Total Revenue [Member] | ||||
Concentrations (Details) [Line Items] | ||||
Number of customer | 4 | 4 | ||
Five Customers [Member] | Accounts Receivable [Member] | ||||
Concentrations (Details) [Line Items] | ||||
Customer concentration percentage | 64% | |||
Five Customers [Member] | Accounts Receivable [Member] | ||||
Concentrations (Details) [Line Items] | ||||
Number of customer | 5 | 5 | ||
Four Customers [Member] | Accounts Receivable [Member] | ||||
Concentrations (Details) [Line Items] | ||||
Customer concentration percentage | 58% | |||
Four Customers [Member] | Accounts Receivable [Member] | ||||
Concentrations (Details) [Line Items] | ||||
Number of customer | 4 | 4 | ||
Three Major Customers [Member] | Total Revenue [Member] | ||||
Concentrations (Details) [Line Items] | ||||
Customer concentration percentage | 49% | |||
Three Major Customers [Member] | Total Revenue [Member] | ||||
Concentrations (Details) [Line Items] | ||||
Number of customer | 3 | 3 | ||
Two Major Customers [Member] | Total Revenue [Member] | ||||
Concentrations (Details) [Line Items] | ||||
Customer concentration percentage | 34% | |||
Two Major Customers [Member] | Total Revenue [Member] | ||||
Concentrations (Details) [Line Items] | ||||
Number of customer | 2 | 2 | ||
Three customers [Member] | Accounts Receivable [Member] | ||||
Concentrations (Details) [Line Items] | ||||
Number of customer | 3 | 3 | ||
Two customers [Member] | Accounts Receivable [Member] | ||||
Concentrations (Details) [Line Items] | ||||
Number of customer | 2 | 2 |
Commitments and Contingencies_2
Commitments and Contingencies (Details) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Aug. 01, 2017 USD ($) m² | May 21, 2014 USD ($) | Sep. 30, 2021 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Commitments and Contingencies (Details) [Line Items] | |||||||||
Right of use assets | $ 9,719 | $ 9,719 | $ 66,369 | $ 171,549 | |||||
Lease liabilities | $ 9,719 | $ 9,719 | $ 66,369 | 171,548 | |||||
Borrowing rate | 10% | 10% | 10% | ||||||
Total operating lease expense | $ 56,650 | $ 51,281 | $ 178,880 | 155,119 | |||||
Rent payments | $ 3,000 | $ 227,052 | |||||||
Agreement payments | 350 | ||||||||
Reduced balance | $ 40,250 | $ 10,500 | 40,250 | 10,500 | 40,250 | ||||
Gain on extinguishment of debt | $ 68,204 | 95,615 | 282,418 | 28,971 | |||||
Outstanding balance | 0 | 0 | |||||||
Lease term | 36 months | ||||||||
Purchase items | $ 1 | ||||||||
Lease expiration | Jul. 31, 2020 | ||||||||
Accounts payable, related parties | $ 10,817 | $ 10,817 | 10,817 | 10,817 | 10,517 | ||||
Gain on extinguishment of debt | $ 186,802 | 186,802 | |||||||
Outstanding balance | $ 0 | $ 12,600 | |||||||
Operating lease [Member] | |||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||
Gain on extinguishment of debt | $ 186,802 | $ 186,802 | |||||||
Minimum [Member] | |||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||
Remaining lease terms | 1 year | 1 year | 1 year | ||||||
Maximum [Member] | |||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||
Remaining lease terms | 3 years | 3 years | 3 years | ||||||
Bureau Inc [Member] | |||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||
Right of use assets | $ 9,719 | $ 9,719 | $ 66,369 | ||||||
Lease liabilities | $ 9,719 | $ 9,719 | $ 66,369 | ||||||
Square feet (in Square Meters) | m² | 8,290 | ||||||||
Rent expenses | $ 9,800 |
Commitments and Contingencies_3
Commitments and Contingencies (Details) - Schedule of the net book value of the finance lease - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Schedule Of The Net Book Value Of The Finance Lease Abstract | |||
Leased equipment under finance lease, | $ 100,097 | $ 100,097 | $ 100,097 |
less accumulated amortization | (100,097) | (100,097) | (84,837) |
Net | $ 15,260 |
Commitments and Contingencies_4
Commitments and Contingencies (Details) - Schedule of reconciliation of leases to the financial statements - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
ROU Operating Leases [Member] | ||
Commitments and Contingencies (Details) - Schedule of reconciliation of leases to the financial statements [Line Items] | ||
Leased asset balance | $ 9,719 | $ 66,369 |
Liability balance | 9,719 | 66,369 |
Cash flow (non-cash) | ||
Interest expense | 81 | 2,231 |
Finance Leases [Member] | ||
Commitments and Contingencies (Details) - Schedule of reconciliation of leases to the financial statements [Line Items] | ||
Leased asset balance | ||
Liability balance | ||
Liability balance | ||
Cash flow (non-cash) | ||
Interest expense |
Commitments and Contingencies_5
Commitments and Contingencies (Details) - Schedule of future minimum lease payments for operating and finance leases | 12 Months Ended |
Dec. 31, 2021 USD ($) | |
ROU Operating Leases [Member] | |
Commitments and Contingencies (Details) - Schedule of future minimum lease payments for operating and finance leases [Line Items] | |
2022 | $ 9,800 |
2023 | |
Thereafter | |
Total | 9,800 |
Less imputed interest | (81) |
Total liability | 9,719 |
Finance Leases [Member] | |
Commitments and Contingencies (Details) - Schedule of future minimum lease payments for operating and finance leases [Line Items] | |
2022 | |
2022 | |
2023 | |
2023 | |
Thereafter | |
Thereafter | |
Total | |
Total | |
Less imputed interest | |
Total liability | |
Total liability |
Commitments and Contingencies_6
Commitments and Contingencies (Details) - Schedule of other information related to leases | Jun. 30, 2022 | Dec. 31, 2021 | |||
Operating Leasess [Member] | |||||
Commitments and Contingencies (Details) - Schedule of other information related to leases [Line Items] | |||||
Operating Leases Weighted Average Remaining Term | 1 month | ||||
Operating Leases Weighted Average Discount Rate | [1] | 10% | |||
Finance Leases [Member] | |||||
Commitments and Contingencies (Details) - Schedule of other information related to leases [Line Items] | |||||
Finance Leases Weighted Average Remaining Term | 0 months | 0 months | |||
Finance Leases Weighted Average Discount Rate | 10% | [1] | 10% | [2] | |
[1]This discount rate is consistent with our borrowing rates from various lenders.[2]This discount rate is consistent with our borrowing rates from various lenders. |
Supplemental Statement of Cas_2
Supplemental Statement of Cash Flows Information (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Sep. 30, 2018 | Mar. 30, 2021 | Feb. 17, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Supplemental Statement of Cash Flows Information (Details) [Line Items] | |||||||||
Operating lease ROU assets and liabilities | $ 56,650 | $ 51,281 | |||||||
Debt Conversion, Original Debt, Amount | $ 183,131 | $ 183,131 | $ 291,940 | ||||||
Common stock of shares | 1,134,084,046 | 1,055,556,518 | 683,940,104 | ||||||
Shares issuance | 25,000,000 | 77,420,000 | |||||||
Interest Expense | $ 2,820,000 | $ 0 | $ 270,607 | ||||||
Operating leases assets and liabilities | $ 105,180 | ||||||||
Conversion of convertible note | $ 183,131 | $ 291,940 | |||||||
Stock options exercised | 3,324,201 | 6,675,799 | 76,280,412 | 13,442,467 | |||||
Stock options exercised amount | |||||||||
Common stock,shares issued | 26,316,264 | ||||||||
Related party of common shares amounts | $ 394,743 | ||||||||
Derivative liability | $ 339,105 | ||||||||
Increase in operating lease liability | 95,209 | ||||||||
Derivative discount amount | 127,273 | ||||||||
Exchange debt-for-equity | 259,698 | ||||||||
Stock issued | 334,377 | ||||||||
Stock Options [Member] | |||||||||
Supplemental Statement of Cash Flows Information (Details) [Line Items] | |||||||||
No of stock options exercised | 1,000,000 | 11,442,467 | |||||||
Common Stock [Member] | |||||||||
Supplemental Statement of Cash Flows Information (Details) [Line Items] | |||||||||
Common stock issued for stock options exercised | 912,442 | ||||||||
Common stock shares | $ 912 | ||||||||
Shares issued | 18,313,074 | 18,313,074 | |||||||
Common stock of shares | 8,831,939 | 8,831,939 | |||||||
Warrant Exercise, Shares | 73,867,536 | ||||||||
Conversion of convertible note | 18,313 | $ 226,299 | |||||||
Stock options exercised | 11,107,503 | ||||||||
Stock options exercised amount | $ 5,303 | $ 3,529 | $ 11,108 | ||||||
Share of warrants exercised | 17,313,024 | ||||||||
Warrant exercised amount | 17,314 | ||||||||
Common shares issued | 226,300,034 | ||||||||
Exchange debt-for-equity | |||||||||
Warrant [Member] | |||||||||
Supplemental Statement of Cash Flows Information (Details) [Line Items] | |||||||||
Warrants exercised | $ 76,280,412 | ||||||||
Share of warrants exercised | $ 19,923,269 | ||||||||
Common stock,shares issued | 162,703,869 | 184,632,441 | |||||||
Series A Preferred Stock [Member] | |||||||||
Supplemental Statement of Cash Flows Information (Details) [Line Items] | |||||||||
Conversion of Stock, Shares Converted | 10,000 | 10,000 | |||||||
Common stock,shares issued | 100,000,000 | ||||||||
Series A Preferred Stock [Member] | Common Stock [Member] | |||||||||
Supplemental Statement of Cash Flows Information (Details) [Line Items] | |||||||||
Convertible Preferred Stock, Shares Issued upon Conversion | 100,000,000 | 100,000,000 | |||||||
Preferred stock converted into shares | 100,000,000 | ||||||||
Conversion of convertible note | $ 100,000 | ||||||||
Series D Preferred Stock [Member] | |||||||||
Supplemental Statement of Cash Flows Information (Details) [Line Items] | |||||||||
Conversion of Stock, Shares Converted | 3,979 | 3,979 | |||||||
Convertible Preferred Stock, Shares Issued upon Conversion | 2,500 | 9,947,500 | |||||||
Common stock,shares issued | 215,052,500 | 215,052,500 | 215,052,500 | 225,000,000 | |||||
Series D Preferred Stock [Member] | Common Stock [Member] | |||||||||
Supplemental Statement of Cash Flows Information (Details) [Line Items] | |||||||||
Convertible Preferred Stock, Shares Issued upon Conversion | 9,947,500 | 9,947,500 | 2,500 | ||||||
Preferred stock converted into shares | 9,947,500 | ||||||||
Conversion of convertible note | $ 9,948 | ||||||||
Series G Preferred Stock [Member] | |||||||||
Supplemental Statement of Cash Flows Information (Details) [Line Items] | |||||||||
Shares issued | 2,597 | ||||||||
Common stock,shares issued | 136,684,211 | 136,684,211 | 136,684,211 | 136,684,211 | |||||
Exchange debt-for-equity | $ 259,698 | ||||||||
Stock Options [Member] | |||||||||
Supplemental Statement of Cash Flows Information (Details) [Line Items] | |||||||||
Stock options exercised | 13,109,133 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | 1 Months Ended | ||||
Feb. 01, 2022 | Mar. 28, 2022 | Jan. 28, 2022 | Jan. 17, 2020 | Jan. 03, 2018 | |
Subsequent Events (Details) [Line Items] | |||||
Purchase price percentage | 90% | ||||
Purchase of common stock | 20,000,000 | ||||
Stock options exercise price | $ 0.0295 | ||||
Expire date | Feb. 01, 2025 | Jan. 17, 2025 | |||
Subsequent Event, Description | the Company entered into a purchase agreement with an accredited investor to purchase up to $10,000,000 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 is 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 will be subject to a floor of $.01 per share, at or below which the Company will 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. | ||||
Five Board Members [Member] | |||||
Subsequent Events (Details) [Line Items] | |||||
Purchase of common stock | 122,500,000 | ||||
Common Stock [Member] | |||||
Subsequent Events (Details) [Line Items] | |||||
Purchase agreement | $ 10,000,000 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies (Details) - Schedule of revenue disaggregated - USD ($) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue, Major Customer [Line Items] | ||||
Third Parties | $ 2,818,288 | $ 3,547,800 | $ 6,868,261 | $ 9,402,564 |
Related Parties | 3,640 | |||
Total | $ 2,818,288 | $ 3,547,800 | 6,868,261 | 9,406,204 |
Data Sciences [Member] | ||||
Revenue, Major Customer [Line Items] | ||||
Third Parties | 596,446 | |||
Related Parties | ||||
Total | 596,446 | |||
Design [Member] | ||||
Revenue, Major Customer [Line Items] | ||||
Third Parties | 2,027,152 | 2,390,676 | ||
Related Parties | ||||
Total | 2,027,152 | 2,390,676 | ||
Development [Member] | ||||
Revenue, Major Customer [Line Items] | ||||
Third Parties | 225,049 | 330,404 | ||
Related Parties | ||||
Total | 225,049 | 330,404 | ||
Digital Advertising [Member] | ||||
Revenue, Major Customer [Line Items] | ||||
Third Parties | 4,525,688 | 6,085,038 | ||
Related Parties | 3,640 | |||
Total | 4,525,688 | 6,088,678 | ||
The Platform [Member] | ||||
Revenue, Major Customer [Line Items] | ||||
Third Parties | 90,372 | |||
Related Parties | ||||
Total | $ 90,372 |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies (Details) - Schedule of property and equipment - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | ||
Less accumulated depreciation | $ (136,890) | $ (177,045) |
Net property and equipment | 55,682 | 114,249 |
Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment gross | $ 169,003 | 239,641 |
Equipment [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Equipment use full life | 5 | |
Equipment [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Equipment use full life | 7 | |
Office furniture [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Equipment use full life | 7 | |
Property and equipment gross | $ 23,569 | 51,653 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Equipment use full life | Length of lease | |
Property and equipment gross |
Summary of Significant Accou_10
Summary of Significant Accounting Policies (Details) - Schedule of fixed asset transactions - USD ($) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule Of Fixed Asset Transactions Abstract | ||||
Depreciation expense | $ 18,434 | $ 22,025 | $ 40,155 | $ 40,993 |
Gain/(loss) on disposals | ||||
Cash paid for fixed asset additions | $ 98,722 | $ 5,253 |
Summary of Significant Accou_11
Summary of Significant Accounting Policies (Details) - Schedule of Intangible Assets and Goodwill - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Finite-Lived Intangible Assets [Line Items] | ||
Goodwill and other intangible assets, net | $ 20,202 | $ 26,582 |
AiAdvertising Inc [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Goodwill and other intangible assets, net | 20,202 | 26,582 |
Domain name [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Goodwill and other intangible assets, net | 20,202 | 26,582 |
Domain name [Member] | AiAdvertising Inc [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Goodwill and other intangible assets, net | $ 20,202 | $ 26,582 |
Summary of Significant Accou_12
Summary of Significant Accounting Policies (Details) - Shedule of summarizes the results of operations - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Summary of Significant Accounting Policies (Details) - Shedule of summarizes the results of operations [Line Items] | ||||
Hosting Revenue | $ 55,014 | $ 128,336 | $ 129,934 | $ 336,074 |
Cost of Sales | (56,320) | 130,361 | ||
Net Income from Discontinued Operations | $ 27,758 | $ 71,695 | 73,614 | 205,713 |
Third Parties [Member] | ||||
Summary of Significant Accounting Policies (Details) - Shedule of summarizes the results of operations [Line Items] | ||||
Hosting Revenue | 129,934 | 336,074 | ||
Cost of Sales | (56,320) | 130,361 | ||
Net Income from Discontinued Operations | 73,614 | 205,713 | ||
Related Parties [Member] | ||||
Summary of Significant Accounting Policies (Details) - Shedule of summarizes the results of operations [Line Items] | ||||
Hosting Revenue | ||||
Cost of Sales | ||||
Net Income from Discontinued Operations |
Revenue Recognition (Details)_2
Revenue Recognition (Details) - Schedule of revenue disaggregated - USD ($) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | ||||
Third Parties | $ 2,818,288 | $ 3,547,800 | $ 6,868,261 | $ 9,402,564 |
Related Parties | 3,640 | |||
Total | 2,818,288 | 3,547,800 | 6,868,261 | 9,406,204 |
Data Sciences [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Third Parties | 596,446 | |||
Related Parties | ||||
Total | 596,446 | |||
Design [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Third Parties | 727,670 | 1,053,706 | 2,027,152 | 2,390,676 |
Related Parties | ||||
Total | 727,670 | 1,053,706 | 2,027,152 | 2,390,676 |
Development [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Third Parties | 20,119 | 103,457 | 225,049 | 330,404 |
Related Parties | ||||
Total | 20,119 | 103,457 | 225,049 | 330,404 |
Digital Advertising [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Third Parties | 1,802,124 | 2,360,265 | 4,525,688 | 6,085,038 |
Related Parties | 3,640 | |||
Total | $ 1,802,124 | $ 2,360,265 | 4,525,688 | 6,088,678 |
The Platform [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Third Parties | 90,372 | |||
Related Parties | ||||
Total | $ 90,372 |
Intangible Assets (Details) -_2
Intangible Assets (Details) - Schedule of intangible assets - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Intangible Assets (Details) - Schedule of intangible assets [Line Items] | |||
Gross | $ 20,202 | $ 20,202 | $ 30,201 |
Accumulated Amortization | (3,619) | ||
Net | $ 20,202 | 20,202 | 26,582 |
Domain name and Trade Mark [Member] | |||
Intangible Assets (Details) - Schedule of intangible assets [Line Items] | |||
Gross | 20,202 | 30,201 | |
Accumulated Amortization | (3,619) | ||
Net | $ 20,202 | $ 26,582 |
Notes Payable (Details) - Sched
Notes Payable (Details) - Schedule of balances exchanged notes | 6 Months Ended |
Jun. 30, 2022 USD ($) shares | |
Notes Payable (Details) - Schedule of balances exchanged notes [Line Items] | |
Principal | $ 240,500 |
Accrued Interest | 19,758 |
Total Due | 260,258 |
Gain on Exchange | $ 560 |
Series G Preferred Shares (in Shares) | shares | 2,597 |
November 30, 2017 [Member] | |
Notes Payable (Details) - Schedule of balances exchanged notes [Line Items] | |
Principal | $ 30,000 |
Accrued Interest | 3,197 |
Total Due | 33,197 |
Gain on Exchange | $ 70 |
Series G Preferred Shares (in Shares) | shares | 331 |
January 30, 2018 [Member] | |
Notes Payable (Details) - Schedule of balances exchanged notes [Line Items] | |
Principal | $ 72,000 |
Accrued Interest | 7,072 |
Total Due | 79,072 |
Gain on Exchange | $ 168 |
Series G Preferred Shares (in Shares) | shares | 789 |
February 1, 2018 [Member] | |
Notes Payable (Details) - Schedule of balances exchanged notes [Line Items] | |
Principal | $ 85,000 |
Accrued Interest | 8,314 |
Total Due | 93,314 |
Gain on Exchange | $ 198 |
Series G Preferred Shares (in Shares) | shares | 931 |
July 23, 2019 [Member] | |
Notes Payable (Details) - Schedule of balances exchanged notes [Line Items] | |
Principal | $ 25,000 |
Accrued Interest | 610 |
Total Due | 25,610 |
Gain on Exchange | $ 58 |
Series G Preferred Shares (in Shares) | shares | 256 |
August 20, 2019 [Member] | |
Notes Payable (Details) - Schedule of balances exchanged notes [Line Items] | |
Principal | $ 10,000 |
Accrued Interest | 205 |
Total Due | 10,205 |
Gain on Exchange | $ 23 |
Series G Preferred Shares (in Shares) | shares | 102 |
August 28, 2019 [Member] | |
Notes Payable (Details) - Schedule of balances exchanged notes [Line Items] | |
Principal | $ 18,500 |
Accrued Interest | 360 |
Total Due | 18,860 |
Gain on Exchange | $ 43 |
Series G Preferred Shares (in Shares) | shares | 188 |
Stock Options and Warrants (D_7
Stock Options and Warrants (Details) - Schedule of the fair value of options granted | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule Of The Fair Value Of Options Granted Abstract | ||||
Risk free interest rate | 1.29% | 0.40% | 1.86% | 1.86% |
Stock volatility factor | 272% | 272% | ||
Weighted average expected option life | 3 years | 5 years | 5 years | 5 years |
Expected dividend yield | 0% | 0% | 0% | 0% |
Stock Options and Warrants (D_8
Stock Options and Warrants (Details) - Schedule of stock option activity - $ / shares | 1 Months Ended | 6 Months Ended | 12 Months Ended | |||
Sep. 30, 2018 | Mar. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule Of Stock Option Activity Abstract | ||||||
Options outstanding - beginning of year (in Shares) | 768,233,332 | 429,675,799 | 429,675,799 | 150,275,799 | ||
Weighted average exercise price outstanding - beginning of year | $ 0.006 | $ 0.0051 | $ 0.0051 | $ 0.016 | ||
Options exercisable at the end of year (in Shares) | 162,703,869 | 184,632,441 | 471,914,611 | 223,165,297 | ||
Weighted average exercise price exercisable at the end of year | $ 0.0063 | $ 0.0081 | ||||
Weighted average fair value of options granted during the year | $ 2,580,600 | $ 568,300 | ||||
Options, Granted (in Shares) | 373,000,000 | 300,000,000 | ||||
Weighted average exercise price, Granted | $ 0.0068 | $ 0.0018 | ||||
Options, Exercised (in Shares) | (3,324,201) | (6,675,799) | (76,280,412) | (13,442,467) | ||
Weighted average exercise price, Exercised | $ 0.0066 | |||||
Options, Forfeited (in Shares) | (21,000,000) | (20,600,000) | ||||
Weighted average exercise price, Forfeited | $ 0.0021 | $ 0.04 | ||||
Options outstanding - end of year (in Shares) | 768,233,332 | 429,675,799 | ||||
Weighted average exercise price outstanding - end of year | $ 0.006 | $ 0.0051 |
Stock Options and Warrants (D_9
Stock Options and Warrants (Details) - Schedule of the weighted average remaining contractual life of options outstanding - Warrant [Member] | 12 Months Ended |
Dec. 31, 2021 $ / shares shares | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Number of options outstanding | 768,233,332 |
0.0150 Exercise price [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise prices (in Dollars per share) | $ / shares | $ 0.015 |
Number of options outstanding | 35,000,000 |
Weighted Average remaining contractual life (years) | 7 months 24 days |
0.0131 Exercise Price [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise prices (in Dollars per share) | $ / shares | $ 0.0131 |
Number of options outstanding | 60,000,000 |
Weighted Average remaining contractual life (years) | 1 month 2 days |
0.0130 Exercise Price [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise prices (in Dollars per share) | $ / shares | $ 0.013 |
Number of options outstanding | 15,000,000 |
Weighted Average remaining contractual life (years) | 2 months 19 days |
0.0068 Exercise prices [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise prices (in Dollars per share) | $ / shares | $ 0.0068 |
Number of options outstanding | 367,000,000 |
Weighted Average remaining contractual life (years) | 4 years 7 days |
0.0053 Exercise Price [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise prices (in Dollars per share) | $ / shares | $ 0.0053 |
Number of options outstanding | 10,000,000 |
Weighted Average remaining contractual life (years) | 7 months 13 days |
0.0019 Exercise Price [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise prices (in Dollars per share) | $ / shares | $ 0.0019 |
Number of options outstanding | 259,233,332 |
Weighted Average remaining contractual life (years) | 3 years 18 days |
0.0018 Exercise prices [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise prices (in Dollars per share) | $ / shares | $ 0.0018 |
Number of options outstanding | 17,000,000 |
Weighted Average remaining contractual life (years) | 3 years 5 months 1 day |
0.0170 Exercise Price [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise prices (in Dollars per share) | $ / shares | $ 0.017 |
Number of options outstanding | 5,000,000 |
Weighted Average remaining contractual life (years) | 4 years 7 months 17 days |
Stock Options and Warrants (_10
Stock Options and Warrants (Details) - Schedule of the fair value of warrants granted | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Stock Options and Warrants (Details) - Schedule of the fair value of warrants granted [Line Items] | ||||
Risk free interest rate | 1.29% | 0.40% | 1.86% | 1.86% |
Stock volatility factor | 272% | 272% | ||
Weighted average expected warrant life | 3 years | 5 years | 5 years | 5 years |
Expected dividend yield | 0% | 0% | 0% | 0% |
Minimum [Member] | ||||
Stock Options and Warrants (Details) - Schedule of the fair value of warrants granted [Line Items] | ||||
Risk free interest rate | 0.40% | 0.40% | ||
Stock volatility factor | 335.70% | 335.70% | ||
Maximum [Member] | ||||
Stock Options and Warrants (Details) - Schedule of the fair value of warrants granted [Line Items] | ||||
Risk free interest rate | 0.42% | 0.42% | ||
Stock volatility factor | 337.10% | 337.10% |
Stock Options and Warrants (_11
Stock Options and Warrants (Details) - Schedule of the warrant activity - USD ($) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule Of The Warrant Activity Abstract | ||||
Warrants, Outstanding - beginning of period | 162,703,869 | 20,912,852 | 20,912,852 | 10,000,000 |
Weighted average exercise price, Outstanding - beginning of period | $ 0.048 | $ 0.007 | $ 0.007 | $ 0.007 |
Warrants, Issued | 240,000,001 | 10,912,852 | ||
Weighted average exercise price, Issued | $ 0.037 | $ 0.007 | ||
Warrants, Exercised | (98,208,984) | |||
Weighted average exercise price, Exercised | $ 0.007 | |||
Warrants, Forfeited | ||||
Weighted average exercise price, Forfeited | ||||
Warrants, Outstanding - end of period | 162,703,869 | 20,912,852 | ||
Weighted average exercise price, Outstanding - end of period | $ 0.048 | $ 0.007 | ||
Warrants, Exercisable at the end of period | 162,703,869 | 20,912,852 | ||
Weighted average exercise price, Exercisable at the end of period | $ 0.048 | $ 0.007 | ||
Weighted average exercise price, Weighted average fair value of warrants granted during the period | $ 7,792,900 | $ 8,720,357 | $ 7,792,900 | $ 98,343 |
Stock Options and Warrants (_12
Stock Options and Warrants (Details) - Schedule of the weighted average remaining contractual life of warrants outstanding - $ / shares | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 05, 2021 | Feb. 23, 2021 | |
Stock Options and Warrants (Details) - Schedule of the weighted average remaining contractual life of warrants outstanding [Line Items] | |||
Exercise prices (in Dollars per share) | $ 0.0875 | $ 0.001 | |
Number of warrants outstanding | 162,703,869 | 57,857,143 | |
0.0875 Exercise Prices [Member] | Warrant [Member] | |||
Stock Options and Warrants (Details) - Schedule of the weighted average remaining contractual life of warrants outstanding [Line Items] | |||
Exercise prices (in Dollars per share) | $ 0.0875 | ||
Number of warrants outstanding | 10,714,286 | ||
Weighted Average remaining contractual life (years) | 4 years 1 month 20 days | ||
0.0454 Exercise Price [Member] | Warrant [Member] | |||
Stock Options and Warrants (Details) - Schedule of the weighted average remaining contractual life of warrants outstanding [Line Items] | |||
Exercise prices (in Dollars per share) | $ 0.0454 | ||
Number of warrants outstanding | 151,000,000 | ||
Weighted Average remaining contractual life (years) | 4 years 1 month 20 days | ||
0.0072 Exercise Prices [Member] | Warrant [Member] | |||
Stock Options and Warrants (Details) - Schedule of the weighted average remaining contractual life of warrants outstanding [Line Items] | |||
Exercise prices (in Dollars per share) | $ 0.0072 | ||
Number of warrants outstanding | 989,583 | ||
Weighted Average remaining contractual life (years) | 3 years 11 months 12 days |
Commitments and Contingencies_7
Commitments and Contingencies (Details) - Schedule of the net book value of the finance lease - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Schedule Of The Net Book Value Of The Finance Lease Abstract | |||
Leased equipment under finance lease, | $ 100,097 | $ 100,097 | $ 100,097 |
less accumulated amortization | (100,097) | (100,097) | (84,837) |
Net | $ 15,260 |
Commitments and Contingencies_8
Commitments and Contingencies (Details) - Schedule of reconciliation of leases to the financial statements - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
ROU Operating Leases [Member] | ||
Commitments and Contingencies (Details) - Schedule of reconciliation of leases to the financial statements [Line Items] | ||
Leased asset balance | $ 9,719 | $ 66,369 |
Liability balance | 9,719 | 66,369 |
Cash flow (non-cash) | ||
Interest expense | 81 | 2,231 |
Finance Leases [Member] | ||
Commitments and Contingencies (Details) - Schedule of reconciliation of leases to the financial statements [Line Items] | ||
Leased asset balance | ||
Liability balance | ||
Liability balance | ||
Cash flow (non-cash) | ||
Interest expense |
Commitments and Contingencies_9
Commitments and Contingencies (Details) - Schedule of future minimum lease payments for operating and finance leases - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
ROU Operating Leases [Member] | ||
Commitments and Contingencies (Details) - Schedule of future minimum lease payments for operating and finance leases [Line Items] | ||
2021 | $ 68,600 | |
2022 | ||
2023 | ||
Thereafter | ||
Total | 68,600 | |
Less imputed interest | (2,231) | |
Total liability | $ 9,719 | 66,369 |
Finance Leases [Member] | ||
Commitments and Contingencies (Details) - Schedule of future minimum lease payments for operating and finance leases [Line Items] | ||
2021 | ||
2022 | ||
2023 | ||
Thereafter | ||
Total | ||
Less imputed interest | ||
Total liability |
Commitments and Contingencie_10
Commitments and Contingencies (Details) - Schedule of other information related to leases | Jun. 30, 2022 | Dec. 31, 2021 | |||
Operating Leases [Member] | |||||
Commitments and Contingencies (Details) - Schedule of other information related to leases [Line Items] | |||||
Operating Leases Weighted Average Remaining Term | 7 months | ||||
Operating Leases Weighted Average Discount Rate | [1] | 10% | |||
Finance Leases [Member] | |||||
Commitments and Contingencies (Details) - Schedule of other information related to leases [Line Items] | |||||
Finance Leases Weighted Average Remaining Term | 0 months | 0 months | |||
Finance Leases Weighted Average Discount Rate | 10% | [2] | 10% | [1] | |
[1]This discount rate is consistent with our borrowing rates from various lenders.[2]This discount rate is consistent with our borrowing rates from various lenders. |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Effective income tax rate | 21% | 21% |
Tax loss carryforwards descreption | As of December 31, 2021, the Company had approximately $19,187,423 in tax loss carryforwards that can be utilized in future periods to reduce taxable income through 2040. | |
Tax loss carryforwards | $ 19,187,423 | |
Deferred tax liability | $ 0 | $ 0 |
Income Taxes (Details) - Schedu
Income Taxes (Details) - Schedule of provision (benefit) for income taxes - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Federal | ||
Deferred tax asset | $ 4,029,359 | $ 3,427,761 |
Valuation allowance | (4,029,359) | (3,427,761) |
Total deferred tax provision |