SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 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 and Giles Design Bureau, Inc., a Nevada corporation. All significant inter-company transactions are eliminated in consolidation of the financial statements. 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 credit allowance. After all attempts to collect a receivable have failed, the receivable is written off. The balance of the credit allowance account as of September 30, 2024 and December 31, 2023 was a $65,436 and $191,899, 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 accounts receivable credit allowance, fair value assumptions in accounting, intangible asset and long-lived asset impairments and adjustments, accounts payable, accrued expenses, deferred tax valuation allowance, and the fair value of stock options. 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 September 30, 2024, and December 31, 2023, the Company had cash and cash equivalents $630 and $110,899, 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: Furniture, fixtures & equipment 7 Years Computer equipment 5 Years Commerce server 5 Years Computer software 3 - 5 Years Leasehold improvements Shorter of useful life or length of the lease Depreciation and amortization expense was $6,847 and $8,049 for the three months ended September 30, 2024 and 2023, respectively. Depreciation and amortization expense was $21,019 and $24,148 for the nine months ended September 30, 2024 and 2023, respectively. Revenue Recognition The Company recognizes income when the service is provided or when product is delivered. AiAdvertising presents revenue, net of customer incentives. Most of the Company’s income is generated from professional services and site development fees. The Company provides online marketing services that the Company purchases from third-parties. The gross revenue presented in the Company’s condensed consolidated statement of operations includes digital advertising revenue. AiAdvertising 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 AiAdvertising performed work for our clients, but have not invoiced clients for that work, then the Company records the values of the work on the accompanying balance sheet as costs in excess of billings. The terms of service contracts generally are for periods of less than one year. Deferred Revenue Deferred revenue is a current liability reported on the Company’s accompanying balance sheets that reflects revenue that has not been earned and represents products or services that are owed to a customer. Customer Deposits Customer deposits represent funds received funds from a client before the delivery of goods or the provision of services. Such amounts are recorded as customer deposits on the accompanying balance sheets as a current liability. This liability reflects the Company’s obligation to either return the funds or fulfill the contract. Deferred revenue and customer deposits as of September 30, 2024, and December 31, 2023, were $1,119,001 and $533,386, respectively. Costs in excess of billings as of September 30, 2024, and December 31, 2023, were $0 and $0, respectively. The Company strives to satisfy our customers by providing superior quality and service. Since the Company typically invoices based on a time and materials basis, there are no returns for work delivered. When discrepancies or disagreements arise, the Company does its best to reconcile them by assessing the situation on a case-by-case basis and determining if any discounts can be given. Historically, the Company has not granted any significant discounts. Included in revenue are costs that are reimbursed by the Company’s clients, including third-party services, such as photographers and stylists, furniture, supplies, and the largest component, digital advertising. Based on- the guidance in ASC 606-10-55-39, the Company has determined that amounts classified as reimbursable costs should be recorded as gross revenues, 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’s contract; ● The Company has discretion in establishing price; and ● The Company has discretion in supplier selection. Research and Development Research and development costs are expensed as incurred. Research and development costs includes software cost. Research and development primarily consist of software costs. Research and development expenses for the three months ended September 30, 2024 and 2023 were $29,900 and $85,700, respectively. Research and development costs for the nine months ended September 30, 2024 and 2023 were $266,700 and $ 285,900, respectively. Advertising Costs The Company expenses the cost of advertising and promotional materials when incurred. Advertising costs for the three months ended September 30, 2024 and 2023 were $165,153 and $124,925, respectively. Advertising costs for the nine months ended September 30, 2024 and 2023 were $373,347 and $189,316 respectively. Fair Value of Financial Instruments The Company’s carrying value of certain financial instruments, includes cash and cash equivalents, accounts receivable, accounts payable, and accrued liabilities, are carried at cost, approximated fair value, due to the relatively short maturity of these instruments. 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. Accounting Standards Codification (“ASC”) 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, See Note 4. Indefinite Lived Intangibles 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 AiAdvertising believes 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 the Company reports 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. AiAdvertising understands that the markets the Company serves are constantly changing, requiring us to change with them. During our analysis, the Company assumes that we will address new opportunities in service offerings and industries served. If AiAdvertising does not make such changes, then AiAdvertising 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, AiAdvertising acknowledges 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. Segment Reporting The Company operates as one reportable segment under Accounting Standards Codification “ASC” 280, Segment Reporting. The chief operating decision maker (“CODM”) regularly reviews the financial information of the Company at a consolidated level in deciding how to allocate resources and in assessing performance. The Company markets its services to companies and individuals in many industries and geographic locations. Concentrations of Business and Credit Risk 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 their 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, until such time, payment is received. The Company maintains cash with a commercial bank, which is insured by the Federal Deposit Insurance Corporation (“FDIC”). At various times, the Company has deposits in this financial institution in excess of the amount insured by the FDIC. The Company has not experienced any losses related to these balances and believes its credit risk to be minimal. As of September 30, 2024 and December 31, 2023, the Company did not have any bank account balances that exceeded federally insured limits by the FDIC. See Note 8 for concentration of the Company’s customers. 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 consolidated statements 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 condensed consolidated statements of operations during the three and nine months ended September 30, 2024 and 2023, included compensation expense for the stock-based payment awards granted prior to, but not yet vested, as of September 30, 2024, based on the grant date fair value estimated. Stock-based compensation expense recognized in the condensed consolidated statements of operations for the nine months ended September 30, 2024, is based on awards ultimately expected. Stock-based compensation expense for options recognized in the consolidated statements expense during the three months ended September 30, 2024 and 2023 was $304,440 and $417,382, respectively. Stock-based compensation expense for options recognized in the consolidated statements of operations during the nine months ended September 30, 2024 and 2023, was $1,381,422 and $1,253,643, respectively. Basic and Diluted Net Income (Loss) per Share Calculations 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. Shares for stock options and warrants and were used in the calculation of the income per share. The following potentially dilutive securities were not included in the calculation of diluted net loss per share attributable to common shareholders of the Company because their effect would be anti-dilutive for the periods presented: Three and Nine Months September 30, 2024 Three and Nine Months September 30, 2023 Number of Preferred Shares Common Stock Equivalents Number of Preferred Shares Common Stock Equivalents Stock options - 921,555,912 - 605,566,666 Warrants - 162,703,869 - 162,703,869 Series B Preferred Stock 18,025 450,625,000 18,025 450,625,000 Series C Preferred Stock 14,425 144,250,000 14,425 144,250,000 Series D Preferred Stock 86,021 215,052,500 86,021 215,052,500 Series E Preferred Stock 10,000 20,000,000 10,000 20,000,000 Series G Preferred Stock 2,597 136,684,211 2,597 136,684,211 Series I Preferred Stock 2,272,727 909,090,800 2,272,727 909,090,800 Series I Preferred Stock (A) 892,857 357,142,800 - - Total 3,317,105,092 2,643,973,046 (A) These shares have not been authorized as of September 30, 2024, See Note 10. 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 realize. As of September 30, 2024 and September 30, 2023, the Company recorded a full tax valuation allowance. Recent Accounting Guidance In June 2016, the Financial Accounting Standards Board “FASB” issued Accounting Standards Update “ASU” ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. The amendments included in ASU 2016-13 require the measurement of all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. Although the new standard, known as the current expected credit loss (“CECL”) model, has a greater impact on financial institutions, most other organizations with financial instruments or other assets (trade receivables, contract assets, lease receivables, financial guarantees, loans and loan commitments, and held-to-maturity (HTM) debt securities) are subject to the CECL model and will need to use forward-looking information to better evaluate their credit loss estimates. Many of the loss estimation techniques applied today will still be permitted, although the inputs to those techniques will change to reflect the full amount of expected credit losses. In addition, the ASU amends the accounting for credit losses on available- for-sale debt securities and purchased financial assets with credit deterioration. ASU 2016-13 was originally effective for public companies for fiscal years beginning after December 15, 2019. In November of 2019, the FASB issued ASU 2019-10, Financial Instruments—Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates, which delayed the implementation of ASU 2016-13 to fiscal years beginning after December 15, 2022, including interim periods within those fiscal years for smaller reporting companies. The Company adopted ASU 2016-13 on January 1, 2023, which did not have a material impact on the Company’s financial position, results of operations and liquidity. New Accounting Pronouncements Not Yet Adopted In November 2023, the FASB issued “ASU” 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which modifies the disclosure and presentation requirements of reportable segments. The amendments in the update require the disclosure of significant segment expenses that are regularly provided to the CODM and included within each reported measure of segment profit and loss. The amendments also require disclosure of all other segment items by reportable segment and a description of its composition. Additionally, the amendments require disclosure of the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources. This update is effective for annual periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company is currently evaluating the impact that this guidance will have on the presentation of its Consolidated Financial Statements and accompanying notes. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which expands disclosures in an entity’s income tax rate reconciliation table and disclosures regarding cash taxes paid both in the U.S. and foreign jurisdictions. The update will be effective for annual periods beginning after December 15, 2025. The Company is currently evaluating the impact that this guidance will have on the presentation of its Consolidated Financial Statements and accompanying notes. In November 2024, the FASB issued ASU No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which aims to improve the disclosures about a public business entity’s expense by requiring more detailed information about the types of expenses in commonly presented expense captions. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and early adoption is permitted. The Company is currently evaluating the impact from the adoption of this ASU on the Company’s Consolidated Financial Statements. |