Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Mar. 31, 2021 | Jun. 30, 2020 | |
Document And Entity Information | |||
Entity Registrant Name | CFN ENTERPRISES INC. | ||
Entity Central Index Key | 0001352952 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Address, Address Line One | 600 E. | ||
Entity Address, Address Line Two | 8th STREET | ||
Entity Address, City or Town | WHITEFISH | ||
Entity Address, State or Province | MT | ||
Entity Address, Postal Zip Code | 59937 | ||
City Area Code | 833 | ||
Local Phone Number | 420-2636 | ||
Entity File Number | 000-52635 | ||
Tax Identification Number (TIN) | 20-3858769 | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Emerging Growth Company | false | ||
Entity Small Business | true | ||
Entity Interactive Data Current | Yes | ||
Entity Common Stock, Shares Outstanding (in shares) | 118,692,209 | ||
Entity Public Float | $ 3,300,000 | ||
Entity Shell Company | false | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2020 | ||
Document Fiscal Year Focus | 2020 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Title of 12(g) Security | Common Stock, par value $0.001 | ||
ICFR Auditor Attestation Flag | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets | ||
Cash | $ 160,115 | $ 107,727 |
Restricted cash | 20,000 | 0 |
Accounts receivable, net | 9,000 | 72,649 |
Inventory | 39,017 | 0 |
Prepaid expenses and other current assets | 14,500 | 4,136 |
Total current assets | 242,632 | 184,512 |
Other assets | ||
Investment | 200,000 | 0 |
Property and equipment | 7,845 | 3,020 |
Total other assets | 207,845 | 3,020 |
Total assets | 450,477 | 187,532 |
Liabilities and Stockholders' Deficit | ||
Accounts payable and accrued expenses | 946,846 | 261,539 |
Deferred revenues | 25,815 | 15,734 |
Current portion of notes payable | 188,249 | 0 |
Current liabilities of discontinued operations | 79,823 | 99,695 |
Total current liabilities | 1,240,733 | 376,968 |
Long-term note payable, net of current portion and discounts | 714,812 | 484,177 |
Total liabilities | 1,955,545 | 861,145 |
Stockholders' deficit | ||
Common stock, $0.001 par value, 500,000,000 shares authorized, 104,792,209 and 99,679,709 shares issued and outstanding as of December 31, 2020 and 2019, respectively | 104,792 | 99,679 |
Common stock issuable | 492,500 | 0 |
Additional paid-in capital | 34,281,838 | 34,031,326 |
Accumulated deficit | (36,384,202) | (34,721,149) |
Accumulated other comprehensive income | 0 | (83,473) |
Total stockholders' deficit | (1,505,068) | (673,613) |
Total liabilities and stockholders' deficit | 450,477 | 187,532 |
Series A Preferred Stock [Member] | ||
Stockholders' deficit | ||
Preferred stock | 1 | 1 |
Series B Preferred Stock [Member] | ||
Stockholders' deficit | ||
Preferred stock | $ 3 | $ 3 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2020 | Dec. 31, 2019 |
Preferred stock, par value (in dollars per share) | $ 0.001 | |
Preferred stock, shares authorized (in shares) | 2,000,000 | |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 500,000,000 | 500,000,000 |
Common stock, shares issued (in shares) | 104,792,209 | 99,679,709 |
Common stock, shares outstanding (in shares) | 104,792,209 | 99,679,709 |
Series A Preferred Stock [Member] | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized (in shares) | 500 | 500 |
Preferred stock, shares issued (in shares) | 500 | 500 |
Preferred stock, shares outstanding (in shares) | 500 | 500 |
Series B Preferred Stock [Member] | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized (in shares) | 3,000 | 3,000 |
Preferred stock, shares issued (in shares) | 3,000 | 3,000 |
Preferred stock, shares outstanding (in shares) | 3,000 | 3,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement [Abstract] | ||
Net revenues | $ 506,490 | $ 864,915 |
Cost of revenue | 536,738 | 864,831 |
Gross profit (loss) | (30,248) | 84 |
Operating expenses: | ||
Impairment charge | 0 | 3,767,541 |
Selling, general and administrative | 1,199,410 | 2,244,304 |
Total operating expenses | 1,199,410 | 6,011,845 |
Loss from operations | (1,229,658) | (6,011,761) |
Other income (expense): | ||
Loss on extinguishment of debt | (71,377) | 0 |
Other income | 10,000 | 0 |
Interest expense | (51,615) | (13,993) |
Interest income | 19 | 131 |
Total other income (expense) | (112,973) | (13,862) |
Net loss before provision for income taxes | (1,342,631) | (6,025,623) |
Provision for income taxes | 0 | 0 |
Net loss from continuing operations | (1,342,631) | (6,025,623) |
Gain (loss) from discontinued operations | (80,422) | 14,391,173 |
Net income (loss) | (1,423,053) | 8,365,550 |
Preferred stock interest | 240,000 | 126,575 |
Net income (loss) available to common shareholders | $ (1,663,053) | $ 8,238,975 |
Net loss from continuing operations per share, basic and diluted (in dollars per share) | $ (0.01) | $ (0.07) |
Net income (loss) from discontinued operations per share, basic and diluted (in dollars per share) | 0 | 0.17 |
Net income (loss) per share, basic and diluted (in dollars per share) | $ (0.02) | $ 0.10 |
Weighted average number of common shares outstanding, basic and diluted (in shares) | 101,760,413 | 83,985,188 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Statement of Comprehensive Income [Abstract] | ||
Net income (loss) | $ (1,423,053) | $ 8,365,550 |
Other comprehensive income (loss), net of tax: | ||
Foreign currency translation adjustments | (456) | (6,118) |
Total other comprehensive income (loss), net of tax | (456) | (6,118) |
Comprehensive income (loss) | $ (1,423,509) | $ 8,359,432 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Deficit (Unaudited) - USD ($) | Series A Preferred Stock | Series B Preferred Stock | Common Stock [Member] | Common Stock Issuable | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive Income [Member] | Total |
Balance (in shares) at Dec. 31, 2018 | 66,179,709 | |||||||
Balance at Dec. 31, 2018 | $ 66,179 | $ 29,498,125 | $ (42,960,124) | $ (77,355) | $ (13,473,175) | |||
Fair value of options and restricted stock awards | 70,963 | 70,963 | ||||||
Fair value of warrants | 126,810 | 126,810 | ||||||
Fair value of warrants issued with promissory notes | 62,294 | 62,294 | ||||||
Fair value of repricing adjustment | 104,638 | 104,638 | ||||||
Conversion of debt into Series A Preferred Stock (in shares) | 500 | |||||||
Conversion of debt into Series A Preferred Stock | $ 1 | 499,999 | 500,000 | |||||
Issuance of Series B Preferred Stock for acquisition of CFN (in shares) | 3,000 | |||||||
Issuance of Series B Preferred Stock for acquisition of CFN | $ 3 | 686,997 | 687,000 | |||||
Issuance of common stock for acquisition of CFN (in shares) | 30,000,000 | |||||||
Issuance of common stock for acquisition of CFN | $ 30,000 | 2,670,000 | 2,700,000 | |||||
Issuance of common stock as payment of interest (in shares) | 3,500,000 | |||||||
Issuance of common stock as payment of interest | $ 3,500 | 311,500 | 315,000 | |||||
Preferred stock interest | (126,575) | (126,575) | ||||||
Net income (loss) | 8,365,550 | 8,365,550 | ||||||
Foreign currency translation | (6,118) | (6,118) | ||||||
Balance (in shares) at Dec. 31, 2019 | 500 | 3,000 | 99,679,709 | |||||
Balance at Dec. 31, 2019 | $ 1 | $ 3 | $ 99,679 | 34,031,326 | (34,721,149) | (83,473) | (673,613) | |
Preferred stock interest | (240,000) | (240,000) | ||||||
Share-based compensation (in shares) | 312,500 | |||||||
Share-based compensation | $ 313 | 15,312 | 15,625 | |||||
Shares issued as payment of accounts payable and accrued interest (in shares) | 4,800,000 | |||||||
Shares issued as payment of accounts payable and accrued interest | $ 4,800 | 235,200 | 240,000 | |||||
Common stock issuable | 492,500 | 492,500 | ||||||
Net income (loss) | (1,423,053) | (1,423,053) | ||||||
Foreign currency translation | 83,473 | 83,473 | ||||||
Balance (in shares) at Dec. 31, 2020 | 500 | 3,000 | 104,792,209 | |||||
Balance at Dec. 31, 2020 | $ 1 | $ 3 | $ 104,792 | $ 492,500 | $ 34,281,838 | $ (36,384,202) | $ (1,505,068) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Cash flows from operating activities | ||
Net income (loss) | $ (1,423,053) | $ 8,365,550 |
Gain (loss) from discontinued operations | (80,422) | 14,391,173 |
Net loss from continuing operations | (1,342,631) | (6,025,623) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Depreciation and amortization | 1,809 | 38,191 |
Impairment charge | 0 | 3,767,541 |
Loss on extinguishment of debt | 71,377 | 0 |
Amortization of deferred financing cost | 5,884 | 1,801 |
Provision for bad debt | 20,000 | 163,750 |
Share-based compensation | 15,625 | 60,000 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 43,649 | (236,399) |
Inventory | (39,017) | 0 |
Prepaid expenses and other current assets | (10,364) | (4,136) |
Accounts payable and accrued expenses | 756,430 | 385,121 |
Deferred revenue | 10,081 | 15,734 |
Net cash used in operating activities of continuing operations | (467,157) | (1,834,020) |
Net cash used in operating activities of discontinued operations | (16,365) | (5,131,616) |
Net cash used in operating activities | (483,522) | (6,965,636) |
Cash flows from investing activities | ||
Purchase of property and equipment | (6,634) | (1,752) |
Payments for investment | (200,000) | 0 |
Payments for acquisition of subsidiary | 0 | (420,000) |
Net cash provided by (used in) investing activities of continuing operations | (206,634) | (421,752) |
Net cash provided by investing activities of discontinued operations | 0 | 20,892,667 |
Net cash provided by (used in) investing activities | (206,634) | 20,470,915 |
Cash flows from financing activities | ||
Payment of preferred stock interest | (60,000) | (96,667) |
Proceeds from sale of common stock | 410,000 | |
Proceeds from promissory notes | 413,000 | 500,000 |
Net cash provided by financing activities of continuing operations | 763,000 | 403,333 |
Net cash (used in) provided by financing activities of discontinued operations | 0 | (13,872,514) |
Net cash (used in) provided by financing activities | 763,000 | (13,469,181) |
Effect of exchange rate fluctuations on cash | (456) | (5,666) |
Net change in cash and restricted cash | 72,388 | 30,432 |
Cash and restricted cash, beginning of the period | 107,727 | 77,295 |
Cash and restricted cash, end of the period | 180,115 | 107,727 |
Supplemental disclosure of cash flow information: | ||
Interest paid | 0 | 955,691 |
Income taxes paid | 0 | 0 |
Supplemental disclosure of non-cash investing and financing information: | ||
Fair value of warrants issued in connection with line of credit and promissory notes | 0 | 62,294 |
Accrual of preferred stock interest | 240,000 | 31,575 |
Accrued interest reclassed to credit facility | 0 | 62,379 |
Warrant repricing adjustment | 0 | 104,638 |
Conversion of notes payable to Series A Preferred Stock | 0 | 500,000 |
Issuance of Series B Preferred Stock for acquisition of subsidiary | 0 | 687,000 |
Issuance of common stock for acquisition of subsidiary | 0 | 2,700,000 |
Issuance of common stock for payment of accrued preferred stock interest | 104,931 | 0 |
Issuance of common stock as payment of accounts payable and accrued expenses | $ 146,192 | $ 0 |
Note 1 - Organization and Basis
Note 1 - Organization and Basis of Presentation | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure Text Block [Abstract] | |
Note 1 - Organization and Basis of Presentation | NOTE 1: ORGANIZATION AND BASIS OF PRESENTATION Organization CFN Enterprises Inc., formerly known as Accelerize Inc., or the Company, is a Delaware corporation incorporated on November 22, 2005 which owned and operated CAKE, a Software-as-a-Service platform providing online tracking and analytics solutions for advertisers and online marketers. The Company provided software solutions for businesses interested in expanding their online advertising spend. Effective October 22, 2019, the Company filed a certificate of amendment to its certificate of incorporation with the Secretary of State of the State of Delaware to change its corporate name to CFN Enterprises Inc. On May 15, 2019, the Company entered into an asset purchase agreement, or the Asset Purchase Agreement, with CAKE Software, Inc., a Delaware corporation and a subsidiary of Constellation Software Inc., an Ontario, Canada corporation (TSX: CSU), or Constellation, pursuant to which the Company agreed to sell substantially all of the assets associated with its CAKE and Journey by CAKE business, or the CAKE Business, to Constellation for a base purchase price of $19,400,000 plus or minus an estimated closing date adjustment based on the net tangible assets of the CAKE Business at the closing, a holdback of $500,000 adjusted pursuant to the terms of the Asset Purchase Agreement and payable on the first anniversary of the closing date, and a three year earnout equal to 30% of the amount that the annual net revenue of the CAKE Business exceeds $13,750,000 and payable within 120 days on each of the first, second and third end of month anniversaries of the closing date. The sale of the assets of the CAKE Business pursuant to the Asset Purchase Agreement closed on June 18, 2019, and the Company received proceeds of $20,892,667, net of the estimated closing date adjustment. As of the closing date, Constellation acquired all of the assets used by the Company in the CAKE Business and assumed the Company’s post-closing obligations under certain vendor, customer and other commercial contracts related to the CAKE Business, including the Company’s lease for its headquarters in Newport Beach, California. The Company’s cash and cash equivalents, and the assets associated with its Accelerize trademark, are excluded from the sale of the CAKE Business. Constellation offered employment to certain of the Company’s employees following the closing date. On May 15, 2019, the Company entered into the Emerging Growth Agreement with Emerging Growth, LLC, or the Seller or Emerging Growth, pursuant to which the Company acquired certain assets from the Seller related to its sponsored content and marketing business for a purchase price consideration consisting of $420,000 in cash, 30,000,000 shares of the Company’s common stock, and 3,000 shares of Series B preferred stock with a total stated value of $3,000,000 which bears interest at 6% per annum and is convertible into the Company’s common stock at a conversion price to be mutually agreed in the future, without voting rights or a liquidation preference except with respect to default interest. The securities were issued pursuant to an exemption under Section 4(a)(2) of the Securities Act of 1933, as amended. The closing of the purchase of the assets pursuant to the Emerging Growth Agreement occurred on June 20, 2019. Subsequent to the closing of the Asset Purchase Agreement on June 18, 2018, the Company’s continuing operations consist of the sponsored content and marketing business from the assets acquired pursuant to the Emerging Growth Agreement. Going Concern The accompanying consolidated financial statements have been prepared on a going concern basis which implies the Company will continue to meet its obligations for the next 12 months as of the date these financial statements are issued. The Company had a working capital deficit of $998,101 and an accumulated deficit of $36,384,202 as of December 31, 2020. The Company also had a net loss from continuing operations of $1,342,631 during the year ended December 31, 2020. As discussed above, on May 15, 2019, the Company entered into the Asset Purchase Agreement with Constellation under which all the net assets associated with the CAKE Business were sold. The proceeds from the Asset Purchase Agreement were used to pay off the Company’s existing debt, as well as to acquire certain assets in the Emerging Growth Agreement from the Seller related to its sponsored content and marketing business. Management’s plan to continue as a going concern includes raising capital in the form of debt or equity, growing its existing business acquired under the Emerging Growth Agreement, managing and reducing operating and overhead costs and continuing to pursue strategic transactions and opportunities including launching an e-commerce network focused on the sale of general wellness cannabidiol, or CBD, products. On May 6, 2020, the Company received $263,000 in the form of a loan from the PPP, as well as $150,000 in proceeds from a loan with the SBA on June 24, 2020 (see Note 5). The Company also raised an additional $410,000 from the sale of common stock in December 2020. However, the Company cannot provide any assurance that unforeseen circumstances that could occur at any time within the next twelve months or thereafter will not increase the need for the Company to raise additional capital on an immediate basis. These matters, among others, raise substantial doubt about the ability of the Company to continue as a going concern. These financial statements do not include any adjustments to the amounts and classification of assets and liabilities that may be necessary should the Company be unable to continue as a going concern. COVID-19 The outbreak of a strain of coronavirus (COVID-19) in the U.S. has had an unfavorable impact on the Company’s business operations. The Company’s main customer market suffered its worst decline, decreasing our revenue. Mandatory closures of businesses imposed by the federal, state and local governments to control the spread of the virus is disrupting the operations of our management, business and finance teams. In addition, the COVID-19 outbreak has adversely affected the U.S. economy and financial markets, which may result in a long-term economic downturn that could negatively affect future performance. The Company took steps to diversify our revenue model by creating its CBD ecommerce business which has higher margins during the second half of 2020 and reduce its costs. The extent to which COVID-19 will impact the Company’s business and its consolidated financial results further will depend on future developments which are highly uncertain and cannot be predicted at this time, but may result in a material adverse impact on the Company’s business, results of operations and financial condition. Basis of Presentation The accompanying consolidated financial statements include the results of operations of the Company and Cake Marketing UK Ltd., or the Subsidiary. The Company discontinued its operations associated with its CAKE Business and the operations of its Subsidiary in May 2019. The Subsidiary was officially dissolved in August 2020. These accounts have been presented as discontinued operations in the accompanying consolidated financial statements. Continuing operations presented in periods prior reflect administrative expenses associated with business insurance, legal and accounting fees that the Company will continue to incur. All intercompany accounts and transactions between the Company and its Subsidiary have been eliminated in consolidation. |
Note 2 - Summary of Significant
Note 2 - Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure Text Block [Abstract] | |
Note 2 - Summary of Significant Accounting Policies | NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Use of Estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America, or GAAP, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reporting amounts of revenues and expenses during the reported period. Actual results will differ from those estimates. Included in these estimates are assumptions about collection of accounts receivable, useful life of fixed assets and intangible assets, borrowing rate considered for operating lease right-of-use asset and related operating lease liability, and assumptions used in Black-Scholes valuation methods, such as expected volatility, risk-free interest rate, and expected dividend rate. Financial Statement Reclassification Certain account balances from prior periods have been reclassified in these consolidated financial statements to conform to current period classifications. Segment Reporting The Company’s sponsored content and marketing business acquired from Emerging Growth in June 2019 has historically been its one reportable segment. In late 2020, the Company launched an e-commerce network focused on the sale of general wellness CBD products. As of December 31, 2020, sales of these products and the operating activities associated with the e-commerce business have not been significant. However, management expects this e-commerce business to eventually become a reportable segment under GAAP as the business grows and the activity becomes more significant. Cash and Cash Equivalents The Company considers all highly liquid temporary cash investments with an original maturity of three months or less when purchased, to be cash equivalents. The Company has restricted cash as a result of its corporate card program through its bank, which requires collateral placed in a money market account. During the year ended December 31, 2020 and 2019, the Company had restricted cash balances of $20,000 and $0, respectively, included as a component of total cash and restricted cash as presented on the accompanying consolidated statement of cash flows. Accounts Receivable The Company’s account receivables are due from customers relating to contracts to provide investor relation services. Collateral is currently not required. The Company also maintains allowances for doubtful accounts for estimated losses resulting from the inability of the Company’s customers to make payments. The Company periodically reviews these estimated allowances, including an analysis of the customers’ payment history and creditworthiness, the age of the trade receivable balances and current economic conditions that may affect a customer’s ability to make payments as well as historical collection trends for its customers as a whole. Based on this review, the Company specifically reserves for those accounts deemed uncollectible or likely to become uncollectible. When receivables are determined to be uncollectible, principal amounts of such receivables outstanding are deducted from the allowance. The allowance for doubtful accounts as of December 31, 2020 and 2019 amounted to $183,750 and $163,750, respectively. Inventory The Company’s inventory consists of finished goods acquired for its e-commerce network business it is currently in the process of launching. The inventory is valued at the lower of cost (first-in, first-out) or estimated net realizable value. Concentration of Credit Risks The Company is subject to concentrations of credit risk primarily from cash and cash equivalents and accounts receivable. The Company’s cash and cash equivalents accounts are held at a financial institution and are insured by the Federal Deposit Insurance Corporation, or the FDIC, up to $250,000. From time-to-time, the Company’s bank balances exceed the FDIC insurance limit. To reduce its risk associated with the failure of such financial institutions, the Company periodically evaluates the credit quality of the financial institution in which it holds deposits. The Company's accounts receivable are due from customers located in the United States and Canada. The Company had one customer at December 31, 2020. The Company had five customers who each accounted for 32.3%, 13.8%, 13.8%, 13.8% and 10.3%, respectively, of its net accounts receivable at December 31, 2019. The Company had two customers who each individually accounted for 10.5% of net revenues for the year ended December 31, 2020. The Company had no individual customers with net revenues greater than 10% of total revenues in 2019. Revenue Recognition The Company recognizes revenue in accordance with Accounting Standards Codification, or ASC, 606, the core principle of which is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to receive in exchange for those goods or services. To achieve this core principle, five basic criteria must be met before revenue can be recognized: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to performance obligations in the contract; and (5) recognize revenue when or as the Company satisfies a performance obligation. The Company accounts for revenues when both parties to the contract have approved the contract, the rights and obligations of the parties are identified, payment terms are identified, and collectability of consideration is probable. Payment terms vary by client and the services offered. Prior to the Company discontinuing the operations of its CAKE Business in May 2019, the Company’s SaaS revenues were generated from implementation and training fees and a monthly license fee, supplemented by per transaction fees paid by customers for monthly platform usage. The initial term of the customer contract were generally one year with one of two general cancellation policies. Each party could cancel the contract within the initial period or after the initial period, with 30-days’ prior notice. The Company did not provide any general right of return for its delivered items. Services associated with the implementation and training fees had standalone value to the Company’s customers, as there are third-party vendors who offer similar services to the Company’s services. Accordingly, they qualified as separate units of accounting. The Company allocated a fair value to each element deliverable at the recognition date and recognized such value when the services are provided. The Company bases the fair value of the implementation and training fees on third-party evidence and the monthly license fee on vendor-specific objective evidence. Fees charged by third-party vendors for implementation and training services do not vary significantly from the fees charged by the Company. Services associated with implementation and training fees were generally rendered within a month from the initial contract date. The value attributed to the monthly license fees as well as the fees associated with monthly transaction-based platform usage were recognized in the corresponding period. Subsequent to the closing of the Emerging Growth Agreement on June 20, 2019, the Company’s revenue is generated from the sale of promotional service packages to its customers ranging from 3 to 6 months. The Company offers different packages tailored to the type and stage of the potential customer, such as public companies looking to increase their shareholder base, as well as private companies potentially looking to go public and attract capital and publicity. The services provided by the Company include advertising, publishing of interviews and articles across its network and featuring of client content on its newsletters and social media. The packages all have fixed prices that are billed monthly over the terms of the agreement in even amounts. The Company recognizes revenue for its performance obligation associated with its contracts with customers over time as work is performed, which is deemed to occur evenly throughout the duration of the contract. This also reflects the pattern in which costs are incurred on performing the contracts. To the extent revenue recognized on contracts at each period end exceeds collections, the amounts are reflected as accounts receivable. To the extent collections on contracts at each period end exceeds revenue recognized, the amounts are reflected as deferred revenue. Fair Value of Financial Instruments The Company accounts for assets and liabilities measured at fair value on a recurring basis in accordance with ASC Topic 820, Fair Value Measurements and Disclosures, or ASC 820. ASC 820 establishes a common definition for fair value to be applied to existing generally accepted accounting principles that require the use of fair value measurements, establishes a framework for measuring fair value, and expands disclosure about such fair value measurements. ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Additionally, ASC 820 requires the use of valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are prioritized below: Level 1: Observable inputs such as quoted market prices in active markets for identical assets or liabilities. Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data. Level 3: Unobservable inputs for which there is little or no market data, which require the use of the reporting entity’s own assumptions. Additional Disclosures Regarding Fair Value Measurements The carrying value of cash and cash equivalents, accounts receivable, accounts payable, accrued expenses, and lines of credit approximate their fair value due to the short-term maturity of these items. Advertising The Company expenses advertising costs as incurred. Advertising expenses relating to continuing operations for the year ended December 31, 2020 and 2019 amounted to $128,981 and $368,226, respectively. Advertising expenses reported as a component of discontinued operations amounted $0 and $159,665 for the year ended December 31, 2020 and 2019, respectively. Income Taxes Income taxes are accounted for in accordance with the provisions of ASC Topic 740, Accounting for Income Taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amounts expected to be realized, but no less than quarterly. Foreign Currency Translation The Company’s reporting currency is U.S. Dollars. The functional currency of the Company’s Subsidiary in the United Kingdom was British Pounds. The translation from British Pounds to U.S. dollars is performed for asset and liability accounts using exchange rates in effect at the balance sheet date, equity accounts using historical exchange rates or rates in effect at the balance sheet date, and for revenue and expense accounts using the average exchange rate in effect during the period. The resulting translation adjustments are recorded as a component of Accumulated Other Comprehensive Income (Loss). Upon dissolving the Subsidiary in August 2020, the Company has reclassified the Accumulated Other Comprehensive Loss balance of $83,929 into earnings, which is reflected as a component of the loss from discontinued operations in the accompanying consolidated statement of operations for the year ended December 31, 2020. Property and Equipment Property and equipment are recorded at cost and are depreciated on a straight-line basis over their estimated useful lives of five years. Maintenance and repairs are charged to expense as incurred. Significant renewals and betterments are capitalized. Goodwill The Company’s goodwill represents the excess of purchase price over tangible and intangible assets acquired, less liabilities assumed arising from business acquisitions. Goodwill is not amortized, but is reviewed for potential impairment on an annual basis at the reporting unit level. There was an impairment charge of $3,225,817 during the year ended December 31, 2019 related to the impairment of goodwill acquired from the Emerging Growth Agreement. Investment On December 24, 2020, the Company acquired a 9.8% interest in the outstanding stock of a privately held company. As the stock has no readily determinable fair value, the Company accounts for this stock received using the cost method, less adjustments for impairment. At each reporting period, management reviews the status of the investment to determine if any indicators of impairment have occurred. There were no impairment charges recorded related to investments during the year ended December 31, 2020 or 2019. Long-Lived Assets In accordance with ASC 360-10, the Company evaluates long-lived assets for impairment whenever events or changes in circumstances indicate that their net book value may not be recoverable. When such factors and circumstances exist, the Company compares the projected undiscounted future cash flows associated with the related asset or group of assets over their estimated useful lives against their respective carrying amount. Impairment, if any, is based on the excess of the carrying amount over the fair value, based on market value when available, or discounted expected cash flows, of those assets and is recorded in the period in which the determination is made. There was an impairment charge of $541,724 during the year ended December 31, 2019 related to the impairment of marketing-related intangible assets acquired from the Emerging Growth Agreement. Basic and Diluted Earnings Per Share Basic earnings per share are calculated by dividing income available to stockholders by the weighted-average number of common shares outstanding during each period. Diluted earnings per share are computed using the weighted average number of common and dilutive common share equivalents outstanding during the period. Dilutive common share equivalents consist of shares issuable upon the exercise of stock options and warrants (calculated using the modified-treasury stock method). As of December 31, 2020, the Company had 3,160,000 outstanding stock options, 5,256,944 outstanding warrants and 3,500 shares of preferred stock which were excluded from the calculation of diluted earnings per share because their effects were anti-dilutive. As of December 31, 2019, the Company had 6,320,000 outstanding stock options and 7,543,944 outstanding warrants which were excluded from the calculation of diluted earnings per share because their effects were anti-dilutive. As a result, the basic and diluted earnings per share are the same for each of the periods presented. Share-Based Payment The Company accounts for stock-based compensation in accordance with ASC Topic 718, Compensation-Stock Compensation, or ASC 718. Under the fair value recognition provisions of this topic, stock-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as an expense on a straight-line basis over the requisite service period, which is the vesting period. The Company has elected to use the Black-Scholes option-pricing model to estimate the fair value of its options, which incorporates various subjective assumptions including volatility, risk-free interest rate, expected life, and dividend yield to calculate the fair value of stock option awards. Compensation expense recognized in the statements of operations is based on awards ultimately expected to vest and reflects estimated forfeitures. ASC 718 requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Common stock awards The Company has granted common stock awards to non-employees in exchange for services provided. The Company measures the fair value of these awards using the fair value of the services provided or the fair value of the awards granted. The fair value of the awards is recognized on a straight-line basis as services are rendered. The share-based payments related to common stock awards for the settlement of services provided by non-employees is recorded on the consolidated statement of comprehensive loss in the same manner and charged to the same account as if such settlements had been made in cash. Warrants In connection with certain financing, consulting and collaboration arrangements, the Company has issued warrants to purchase shares of its common stock. The outstanding warrants are standalone instruments that are not puttable or mandatorily redeemable by the holder and are classified as equity awards. The Company measures the fair value of the awards using the Black-Scholes option pricing model as of the measurement date. Warrants are recorded at fair value as expense over the requisite service period or at the date of issuance, if there is not a service period. Warrants granted in connection with ongoing arrangements are more fully described in Note 6, Stockholders’ Deficit. Recent Accounting Pronouncements In December 2019, the FASB issued Accounting Standards Update, or ASU, 2019-12, Simplifying the Accounting for Income Taxes Income Taxes In February 2016, the FASB issued ASU 2016-02, “Leases” (Topic 842). This guidance will be effective for public entities for fiscal years beginning after December 15, 2018 including the interim periods within those fiscal years. Early application is permitted. Under the new provisions, all lessees will report a right-of-use asset and a liability for the obligation to make payments for all leases with the exception of those leases with a term of 12 months or less. All other leases will fall into one of two categories: (i) Financing leases, similar to capital leases, which will require the recognition of an asset and liability, measured at the present value of the lease payments and (ii) Operating leases which will require the recognition of an asset and liability measured at the present value of the lease payments. The Company has adopted this standard on January 1, 2019 and recognized assets and liabilities arising from any leases that meet the requirements under this standard on the adoption date and included qualitative and quantitative disclosures in the Company’s notes to the consolidated financial statements. In January 2017, the FASB issued ASU 2017-04, Intangibles-Goodwill and Other (Topic 350), which simplifies the goodwill impairment test. The effective date for ASU 2017-04 is for fiscal years beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. This Company has adopted this guidance for its annual goodwill impairment test performed during the year ended December 31, 2019. In June 2018, the FASB issued ASU 2018-07, Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting, Equity - Equity-Based Payments to Non-Employees Other accounting pronouncements have been issued but deemed by management to be outside the scope of relevance to the Company. |
Note 3 - Property and Equipment
Note 3 - Property and Equipment | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure Text Block [Abstract] | |
Note 3 - Property and Equipment | NOTE 3: PROPERTY AND EQUIPMENT The Company’s property and equipment relating to continuing operations consisted of the following at December 31, 2020 and 2019. December 31, December 31, 2020 2019 Computer equipment and software $ 12,546 $ 8,139 Furniture and equipment 2,227 - 14,773 8,139 Less: accumulated depreciation (6,928) (5,119) $ 7,845 $ 3,020 Depreciation expense from continuing operations for the year ended December 31, 2020 and 2019 amounted to $1,809 and $915, respectively. |
Note 4 - Acquisitions
Note 4 - Acquisitions | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure Text Block [Abstract] | |
Note 4 - Acquisitions | NOTE 4: ACQUISITONS On May 15, 2019, the Company entered into the Emerging Growth Agreement (see Note 1), which closed on June 20, 2019. Pursuant to the terms of the Emerging Growth Agreement, the Company acquired certain assets from the Seller related to its sponsored content and marketing business for a purchase price consideration consisting of $420,000 in cash, 30,000,000 shares of the Company’s common stock valued at $2,700,000, and 3,000 shares of Series B preferred stock valued at $687,000. As a result, the total purchase price amounted to $3,807,000. A summary of the purchase price allocation at fair value is below. The business combination accounting is not yet complete and the amounts assigned to the net assets acquired are provisional. Therefore, this may result in future adjustments to the provisional amounts as new information is obtained about facts and circumstances that existed at the acquisition date. Purchase Allocation Property and equipment $ 2,183 Other intangible assets 579,000 Goodwill 3,225,817 $ 3,807,000 Intangible assets acquired represent amounts allocated to customers contracts of $7,000 and marketing-related intangible assets of $572,000, for an aggregate total of $579,000. The intangible assets related to customer contracts are being amortized over a period of approximately 5 months and the marketing-related intangible assets are being amortized over 10 years. Amortization expense for intangible assets for the year ended December 31, 2019 amounted to $37,276. As of December 31, 2019, the Company determined the intangible assets acquired were impaired and recorded an impairment charge of $541,724. In addition, the Company determined the goodwill was impaired and recorded an impairment charge of $3,225,817 as of December 31, 2019. As a result, as of December 31, 2019, the book value of the intangible assets and goodwill amounted to $0. The following are the unaudited pro forma results of operations for the year ended December 31, 2019 as if the assets purchased in the Emerging Growth Agreement had been acquired on January 1, 2019. The amounts presented on the accompanying consolidated statement of operations for 2020 already reflect the impact of the acquisition for the entire period. The pro forma results include estimates and assumptions which management believes are reasonable. However, pro forma results do include any anticipated cost savings or other effects of the planned integration of these entities, and are not necessarily indicative of the results that would have occurred if the business combination had been in effect on the dates indicated. Pro Forma Combined Financials (Unaudited) Year Ended December 31, 2019 Revenue from continuing operations $ 1,920,758 Net loss from continuing operations $ (5,877,768) Net loss from continuing operations per common share - basic and diluted $ (0.07) |
Note 5 - Note Payable
Note 5 - Note Payable | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure Text Block [Abstract] | |
Note 5 - Note Payable | NOTE 5: NOTE PAYABLE On September 10, 2019, the Company entered into a promissory note payable whereby the Company borrowed $500,000 bearing interest at 8% per annum. Interest on the note is payable quarterly on the first business day of December, March, June and September commencing December 1, 2019. Outstanding principal on the note is due in full on September 30, 2022. In connection with the promissory note on September 10, 2019, the Company issued warrants to purchase 500,000 shares of the Company’s common stock at an exercise price of $0.10 per share. The warrants expire on September 10, 2024 and are fully vested upon issuance. The note was discounted by $17,624 allocated from the valuation of the warrants issued. The discount recorded on the note is being amortized as interest expense through the maturity date, which amounted to $5,884 and $1,801 for the year ended December 31, 2020 and 2019, respectively. As of December 31, 2020, the net book value of the promissory note amounted to $490,061 including the principal amount outstanding of $500,000 net of the remaining discount of $9,939. On May 6, 2020, the Company entered into a promissory note, or the Note, with Pacific Western Bank, evidencing an unsecured loan, or the Loan, in the amount of $263,000 made to the Company under the Paycheck Protection Program, or the PPP. The PPP is a program of the U.S. Small Business Administration, or SBA, established under the Coronavirus Aid, Relief, and Economic Security Act, or the CARES Act. Under the PPP, the proceeds of the Loan may be used to pay payroll and make certain covered interest payments, lease payments and utility payments, or the Qualifying Expenses. The Company intends to use the entire Loan amount for Qualifying Expenses under the PPP. Under the terms of the CARES Act, PPP loan recipients can be granted forgiveness for all or a portion of the loan granted under the PPP, with such forgiveness to be determined, subject to limitations, based on the use of the loan proceeds for payment of Qualifying Expenses and the Company maintaining its payroll levels over certain required thresholds under the PPP. The terms of any forgiveness also may be subject to further requirements in any regulations and guidelines the SBA may adopt. No assurance can be provided that the Company will obtain forgiveness of the Loan in whole or in part. The interest rate on the Loan is 1.0% per annum. The Note matures on May 6, 2022. On December 1, 2020 and on the first day of each month thereafter until May 1, 2022, the Company must make monthly payments of $14,727 under the Loan that is not forgiven in accordance with the terms of the PPP and related accrued interest thereon. The Note contains events of default and other conditions customary for a Note of this type. As of December 31, 2020, the current portion of the Loan due within the next 12 months amounted to $188,249. The Company has applied for full forgiveness of the amounts due under the Note. On June 24, 2020, the Company entered into a Loan Authorization and Agreement with the SBA under which the Company borrowed $150,000, and issued to the SBA a note and security agreement for the amount borrowed. Outstanding borrowings accrue interest at a rate of 3.75% per annum, and installment payments, including principal and interest, of $731 are due monthly and begin 12 months from the date of the loan agreement. The balance of any remaining principal and interest is due 30 years from the date of the loan agreement. As collateral for the borrowing, the Company granted the SBA a security interest in substantially all assets of the Company. Future scheduled maturities of long-term debt are as follows. Year Ended December 31, 2021 $ 188,249 2022 574,751 2023 2,262 2024 3,285 2025 3,416 Thereafter 141,037 Total $ 913,000 The aggregate current portion of long-term debt as of December 31, 2020 amounted to $188,249, which represents the contractual principal payments due in the next 12 months period. |
Note 6 - Stockholders' Deficit
Note 6 - Stockholders' Deficit | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure Text Block [Abstract] | |
Note 6 - Stockholders' Deficit | NOTE 6: STOCKHOLDERS’ DEFICIT Common Stock On June 20, 2019, the Company issued an aggregate of 3,500,000 restricted shares of common stock to certain promissory note holders as consideration for early payment of the promissory notes. The value of the shares issued amounted to $315,000 and was recorded as interest expense during the year ended December 31, 2019. On June 20, 2019, the Company issued 30,000,000 restricted shares of common stock to Emerging Growth as part of the acquisition under the Emerging Growth Agreement (see Note 4). The value of the stock amounted to $2,700,000 and was recorded as part of the acquisition price of the net assets acquired under the Emerging Growth Agreement. Effective April 3, 2020, the Company granted 500,000 of restricted shares of its common stock to a consultant for services as an advisory board member, with 250,000 shares vesting immediately and the remainder vesting in four equal quarterly installments commencing on July 1, 2020. During 2020, the Company recorded $15,625 of share-based compensation expense. The arrangement was terminated on July 17, 2020, and the unvested portion of the restricted stock grant of 187,500 shares were forfeited. Effective August 6, 2020, the Company and Emerging Growth reached an agreement whereby the Company issued 4.8 million shares of the its common stock with a value of $240,000 to Emerging Growth as payment for outstanding liabilities due to Emerging Growth totaling $209,931. The outstanding liabilities due to Emerging Growth included $104,931 in outstanding accrued interest on the Series B Preferred Stock through August 31, 2020, as well as $105,000 of outstanding payables. The additional $30,069 was recorded as loss on extinguishment of debt during 2020. Effective October 13, 2020, the Company and the holder of its $500,000 promissory note payable issued on September 10, 2019 (see Note 5) reached an agreement whereby the Company agreed to issue 1,650,000 shares of its common stock with a value of $82,500 to the noteholder as payment of $41,192 of accrued interest on the promissory note. This resulted in a loss on extinguishment of debt of $41,308 in 2020. The common shares were issued on January 2, 2021 and are reflected as common shares issuable as of December 31 2020. In December 2020, the Company received $410,000 in cash in respect of a sale of an aggregate total of 10,500,000 shares of its common stock for proceeds of $420,000. The Company received the remaining $10,000 for the sale in January 2021 and the common shares were issued in January 2021. The Company has reflected the $410,000 received in common shares issuable in the statement of shareholders equity. Restricted Stock Issued as Compensation During 2018, the Company issued an aggregate total of 240,000 restricted shares of its common stock to its non-employee directors as partial director compensation, at a value of $0.50 per share, vesting in 4 equal quarterly increments commencing on July 1, 2018 and ending June 30, 2019. The Company recorded expenses of $0 and $60,000 during the year ended December 31, 2020 and 2019, respectively. There was no remaining unrecorded compensation expense related to restricted stock as of December 31, 2020. Preferred Stock The Company is authorized to issue 2,000,000 shares of preferred stock with a par value of $0.001 per share, of which 500 have been authorized as Series A Preferred Stock and 3,000 have been authorized as Series B Preferred Stock. On June 20, 2019, the Company issued to certain of its promissory noteholders an aggregate of 500 shares of Series A Preferred Stock, each with a stated value per share of $1,000, as conversion of $500,000 worth of outstanding promissory notes. The Series A Preferred Stock accumulate dividends at 12% per annum, and is convertible into the Company’s common stock at the election of the holder at a conversion price per share to be mutually agreed between the Company and the holder in the future, and be redeemable at the Company’s option following the third year after issuance, without voting rights or a liquidation preference. On June 20, 2019, the Company issued 3,000 shares of Series B Preferred Stock to Emerging Growth each with a stated value of $1,000 per share, as part of the Emerging Growth Agreement. The aggregate fair value of $687,000 was recorded as part of the acquisition price of the net assets acquired from Emerging Growth (see Note 4). The Series B Preferred Stock accumulates dividends at 6% per annum and is convertible into the Company’s common stock at the election of Emerging Growth at a conversion price per share to be mutually agreed between the Company and Emerging Growth in the future, without voting rights or a liquidation preference, except with respect to accrued penalty interest. For the year ended December 31, 2020 and 2019, the Company incurred $240,000 and $126,575, respectively, of interest from the outstanding preferred stock. Warrants The following summarizes the Company’s warrant activity for the year ended December 31, 2020 and 2019. Weighted- Average Weighted- Remaining Average Contractual Exercise Life Warrants Price (Years) Outstanding at January 1, 2018 25,045,517 $ 0.53 4.16 Granted 1,000,000 0.13 Forfeited/cancelled (18,501,573) 0.52 Outstanding at December 31, 2019 7,543,944 $ 0.50 3.37 Forfeited/cancelled (2,287,000) 0.90 Outstanding at December 31, 2020 5,256,944 $ 0.33 3.56 Vested and expected to vest at December 31, 2020 5,256,944 $ 0.33 3.56 Exercisable at December 31, 2020 5,256,944 $ 0.33 3.56 During March 2019, the Company issued 500,000 warrants exercisable at a price of $0.15 per share which expire on January 25, 2024. The fair value of these warrants amounted to $44,670, and was recognized as deferred financing costs using the effective interest method during 2019. Additionally, per the down round feature of 7,935,000 warrants issued in connection with a prior credit agreement, pursuant to ASU 2017-11 which allows instruments with a down round feature to qualify for equity classification, the Company recognized the value of the feature when it was activated and there was an actual reduction of the strike price or conversion feature. The reduction in income of such 7,935,000 warrants amounted to $104,638 and was capitalized as deferred financing costs during 2019. In connection with the closing of the Asset Purchase Agreement for the sale of the CAKE Business on June 18, 2019, the above warrants were cancelled. On September 10, 2019, the Company issued 500,000 warrants in connection with a promissory note payable (see Note 5). The Company recorded expenses of $0 and $126,810 during the year ended December 31, 2020 and 2019, respectively, related to warrants granted for compensation. These expenses for 2019 are reflected as a component of discontinued operations. As of December 31, 2020, all outstanding warrants were fully vested and there was no remaining unrecorded compensation expense. The warrants granted during 2020 and 2019 were valued using the Black-Scholes pricing method using the following assumptions below. 2020 2019 Expected life in years NA 5 years Stock price volatility NA 105.3% - 114.2% Risk free interest rate NA 1.58% - 2.67% Expected dividends NA None Estimated forfeiture rate NA None Options The Company had a Stock Option Plan, or the Plan, under which the total number of shares of capital stock of the Company that may be subject to options under the Plan is currently 22,500,000 shares of Common Stock from either authorized but unissued shares or treasury shares. The Plan expired on December 14, 2016. The following summarizes the Company’s stock option activity for the year ended December 31, 2020 and 2019. Weighted- Average Weighted- Remaining Average Contractual Exercise Life Options Price (Years) Outstanding at January 1, 2019 7,232,500 $ 0.40 3.45 Forfeited/cancelled (912,500) 0.86 Outstanding at December 31, 2019 6,320,000 $ 0.33 2.45 Forfeited/cancelled (3,160,000) 0.33 Outstanding at December 31, 2020 3,160,000 $ 0.33 1.44 Vested and expected to vest at December 31, 2020 3,160,000 $ 0.33 1.44 Exercisable at December 31, 2020 3,160,000 $ 0.33 1.44 The Company recorded expenses of $0 and $10,963 during the year ended December 31, 2020 and 2019, respectively, related to stock options. The expenses from 2019 are reflected as a component of discontinued operations for each period. As of December 31, 2020, all outstanding options were fully vested and there was no remaining unrecorded compensation expense. |
Note 7 - Discontinued Operation
Note 7 - Discontinued Operations | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure Text Block [Abstract] | |
Note 7 - Discontinued Operations | NOTE 7: DISCONTINUED OPERATIONS During May 2019, the Company decided to discontinue most of its operating activities pursuant to the Asset Purchase Agreement entered into with CAKE Software, Inc. (see Note 1). In accordance with the provisions of ASC 205-20, the Company has separately reported the assets and liabilities of the discontinued operations in the consolidated balance sheets. The assets and liabilities have been reflected as discontinued operations in the consolidated balance sheets as of December 31, 2020 and 2019, and consist of the following: December 31, December 31, 2020 2019 Current liabilities of discontinued operations Accounts payable and accrued expenses $ 79,823 $ 99,695 Total current liabilities of discontinued operations $ 79,823 $ 99,695 In accordance with the provisions of ASC 205-20, the Company has excluded the results of discontinued operations from its results of continuing operations in the accompanying consolidated statements of operations. The results of the discontinued operations of the CAKE Marketing UK Business for the year ended December 31, 2020 and 2019 have been reflected as discontinued operations in the consolidated statements of operations, and consist of the following: For the Year Ended December 31, December 31, 2020 2019 Net revenues $ - $ 9,001,307 Cost of revenue - 3,863,471 Gross profit - 5,137,836 Operating expenses: Research and development - 1,263,808 Sales and marketing - 2,016,637 General and administrative (3,507) 3,085,858 Total operating expenses (3,507) 6,366,303 Loss from operations 3,507 (1,228,467) Other income (expense): Gain on sale of discontinued operations - 19,473,080 Loss on foreign currency translation (83,929) - Interest income - 34 Interest expense - (3,773,651) Total other income (expense) (83,929) 15,699,463 Net income (loss) from discontinued operations before provision for income taxes (80,422) 14,470,996 Provision for (benefit from) income taxes - 79,823 Net income (loss) from discontinued operations $ (80,422) $ 14,391,173 The following is a summary of the gain on sale of discontinued operations of the CAKE Business reflected above during the year ended December 31, 2019. Gross proceeds received $ 20,892,667 Less: value of net assets sold Accounts receivable 1,979,342 Prepaid and other current assets 51,363 Property and equipment 20,986 ROU lease asset 1,458,922 Other assets 39,702 Accounts payable and accrued expenses (344,787 ) Deferred revenue (138,112 ) ROU lease liability (1,612,412 ) Other liabilities (35,417 ) Total net assets sold 1,419,587 Gain on sale of CAKE Business $ 19,473,080 During the year ended December 31, 2020, the Company incurred certain ancillary general and administrative expenses of approximately $3,507 and $83,929 related to cumulative realized foreign currency, resulting in a loss from discontinued operations of $80,422. |
Note 8 - Income Taxes
Note 8 - Income Taxes | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure Text Block [Abstract] | |
Note 8 - Income Taxes | NOTE 8: INCOME TAXES The components of the provision for income taxes for the years ended December 31, 2020 and 2019 consisted of the following. The provision for income taxes in 2019 is a result of the gain on the sale of the CAKE Business, and therefore has been classified as a component of discontinued operations. Years Ended December 31, 2020 2019 Current Federal - - State - 79,823 Total current $ - $ 79,823 Deferred Federal - - State - - Total deferred $ - $ - Total $ - $ 79,823 A reconciliation of the Company’s effective tax rate to the statutory federal rate is as follows: Years Ended December 31, 2020 2019 Statutory federal rate 21.0% 21.0% State income taxes net of federal income tax benefit -0.7% 0.8% Permanent differences for tax purposes 0.0% 0.0% Change in valuation allowance -20.3% -20.5% Effective income tax rate 0.0% 1.3% The income tax benefit differs from the amount computed by applying the U.S. federal statutory tax rate of 21%, primarily due to the change in the valuation allowance and state income tax benefit, offset by nondeductible expenses. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The components of the deferred tax assets and liabilities are as follows: Years Ended December 31, 2020 2019 Deferred tax assets: Net operating loss carryforwards $ 3,518,643 $ 2,643,196 Impairment of intangible assets 1,054,294 1,054,294 Stock-based compensation 21,163 - Other temporary differences (321,112) 11,891 Total deferred tax assets 4,272,988 3,709,381 Change in valuation allowance (4,272,988) (3,709,381) Effective income tax rate $ - $ - At December 31, 2020, the Company had available net operating loss carryovers of approximately $13.1 million that may be applied against future taxable income and expires at various dates between 2027 and 2039, subject to certain limitations. The Company has a deferred tax asset arising substantially from the benefits of such net operating loss deduction and has recorded a valuation allowance for the full amount of this deferred tax asset since it is more likely than not that some or all of the deferred tax asset may not be realized. The Company files income tax returns in the U.S. federal jurisdiction and California and is subject to income tax examinations by federal tax authorities for tax years ended 2017 and later and by California authorities for tax years ended 2014 and later. The Company currently is not under examination by any tax authority. The Company’s policy is to record interest and penalties on uncertain tax positions as income tax expense. As of December 31, 2020, the Company has no accrued interest or penalties related to uncertain tax positions. |
Note 9 - Commitments and Contin
Note 9 - Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure Text Block [Abstract] | |
Note 9 - Commitments and Contingencies | NOTE 9: COMMITMENTS AND CONTINGENCIES Leases On June 20, 2019, the Company entered into a Lease Agreement with Emerging Growth for the lease of office space in Whitefish, Montana, for a period of one year at a rate of $1,500 per month. On August 5, 2020, the Company entered into a lease agreement with Emerging Growth for additional office space in Whitefish, Montana, replacing its previous lease from June 20, 2019. The term of the lease commenced on September 1, 2020 for a period of one year at a rate of $4,500 per month. The lease contains an option for the Company to renew the lease for a period of one additional year at a monthly rent subject to a 3% increase. Management has elected a policy to exclude leases with an initial term of 12 months or less from the balance sheet presentation required under ASC 842. As a result, the office lease has been excluded from balance sheet presentation as it has an original term of 12 months or less. The lease with Emerging Growth, was extended on March 30, 2021 for a period of 3 years, commencing effective April 1, 2021. The Company leased office space in Santa Monica, California under a short-term lease at $1,000 per month. The lease was terminated in March 2020 and the Company has no further obligations under this lease. Legal Proceedings From time to time, the Company may become involved in legal proceedings arising in the ordinary course of business. The Company is not presently a party to any legal proceedings that it currently believes, if determined adversely to the Company, would individually or taken together have a material adverse effect on the Company’s business, operating results, financial condition or cash flows. |
Note 10- Subsequent Events
Note 10- Subsequent Events | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure Text Block [Abstract] | |
Note 10- Subsequent Events | NOTE 10: SUBSEQUENT EVENTS On January 6, 2021, 10,500,000 shares of restricted common stock were issued to a series of investors in exchange for $420,000, of which $410,000 was received prior to December 31, 2021. The amounts received of $410,000 prior to December 31, 2020 has been reflected as common shares issuable in the Company’s financial statements as of December 31, 2020. On March 29, 2021, the Company entered into an agreement with Emerging Growth LLC to issue 1,750,000 Shares of common stock in exchange for the full settlement of its $105,000 obligations for accrued dividends on the Series B Preferred of $105,000 through March 31, 2021. |
Note 2 - Summary of Significa_2
Note 2 - Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Policy Text Block [Abstract] | |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America, or GAAP, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reporting amounts of revenues and expenses during the reported period. Actual results will differ from those estimates. Included in these estimates are assumptions about collection of accounts receivable, useful life of fixed assets and intangible assets, borrowing rate considered for operating lease right-of-use asset and related operating lease liability, and assumptions used in Black-Scholes valuation methods, such as expected volatility, risk-free interest rate, and expected dividend rate. |
Financial Statement Reclassification | Financial Statement Reclassification Certain account balances from prior periods have been reclassified in these consolidated financial statements to conform to current period classifications. |
Segment Reporting | Segment Reporting The Company’s sponsored content and marketing business acquired from Emerging Growth in June 2019 has historically been its one reportable segment. In late 2020, the Company launched an e-commerce network focused on the sale of general wellness CBD products. As of December 31, 2020, sales of these products and the operating activities associated with the e-commerce business have not been significant. However, management expects this e-commerce business to eventually become a reportable segment under GAAP as the business grows and the activity becomes more significant. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid temporary cash investments with an original maturity of three months or less when purchased, to be cash equivalents. The Company has restricted cash as a result of its corporate card program through its bank, which requires collateral placed in a money market account. During the year ended December 31, 2020 and 2019, the Company had restricted cash balances of $20,000 and $0, respectively, included as a component of total cash and restricted cash as presented on the accompanying consolidated statement of cash flows. |
Accounts Receivable | Accounts Receivable The Company’s account receivables are due from customers relating to contracts to provide investor relation services. Collateral is currently not required. The Company also maintains allowances for doubtful accounts for estimated losses resulting from the inability of the Company’s customers to make payments. The Company periodically reviews these estimated allowances, including an analysis of the customers’ payment history and creditworthiness, the age of the trade receivable balances and current economic conditions that may affect a customer’s ability to make payments as well as historical collection trends for its customers as a whole. Based on this review, the Company specifically reserves for those accounts deemed uncollectible or likely to become uncollectible. When receivables are determined to be uncollectible, principal amounts of such receivables outstanding are deducted from the allowance. The allowance for doubtful accounts as of December 31, 2020 and 2019 amounted to $183,750 and $163,750, respectively. |
Inventory | Inventory The Company’s inventory consists of finished goods acquired for its e-commerce network business it is currently in the process of launching. The inventory is valued at the lower of cost (first-in, first-out) or estimated net realizable value. |
Concentration of Credit Risks | Concentration of Credit Risks The Company is subject to concentrations of credit risk primarily from cash and cash equivalents and accounts receivable. The Company’s cash and cash equivalents accounts are held at a financial institution and are insured by the Federal Deposit Insurance Corporation, or the FDIC, up to $250,000. From time-to-time, the Company’s bank balances exceed the FDIC insurance limit. To reduce its risk associated with the failure of such financial institutions, the Company periodically evaluates the credit quality of the financial institution in which it holds deposits. The Company's accounts receivable are due from customers located in the United States and Canada. The Company had one customer at December 31, 2020. The Company had five customers who each accounted for 32.3%, 13.8%, 13.8%, 13.8% and 10.3%, respectively, of its net accounts receivable at December 31, 2019. The Company had two customers who each individually accounted for 10.5% of net revenues for the year ended December 31, 2020. The Company had no individual customers with net revenues greater than 10% of total revenues in 2019. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue in accordance with Accounting Standards Codification, or ASC, 606, the core principle of which is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to receive in exchange for those goods or services. To achieve this core principle, five basic criteria must be met before revenue can be recognized: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to performance obligations in the contract; and (5) recognize revenue when or as the Company satisfies a performance obligation. The Company accounts for revenues when both parties to the contract have approved the contract, the rights and obligations of the parties are identified, payment terms are identified, and collectability of consideration is probable. Payment terms vary by client and the services offered. Prior to the Company discontinuing the operations of its CAKE Business in May 2019, the Company’s SaaS revenues were generated from implementation and training fees and a monthly license fee, supplemented by per transaction fees paid by customers for monthly platform usage. The initial term of the customer contract were generally one year with one of two general cancellation policies. Each party could cancel the contract within the initial period or after the initial period, with 30-days’ prior notice. The Company did not provide any general right of return for its delivered items. Services associated with the implementation and training fees had standalone value to the Company’s customers, as there are third-party vendors who offer similar services to the Company’s services. Accordingly, they qualified as separate units of accounting. The Company allocated a fair value to each element deliverable at the recognition date and recognized such value when the services are provided. The Company bases the fair value of the implementation and training fees on third-party evidence and the monthly license fee on vendor-specific objective evidence. Fees charged by third-party vendors for implementation and training services do not vary significantly from the fees charged by the Company. Services associated with implementation and training fees were generally rendered within a month from the initial contract date. The value attributed to the monthly license fees as well as the fees associated with monthly transaction-based platform usage were recognized in the corresponding period. Subsequent to the closing of the Emerging Growth Agreement on June 20, 2019, the Company’s revenue is generated from the sale of promotional service packages to its customers ranging from 3 to 6 months. The Company offers different packages tailored to the type and stage of the potential customer, such as public companies looking to increase their shareholder base, as well as private companies potentially looking to go public and attract capital and publicity. The services provided by the Company include advertising, publishing of interviews and articles across its network and featuring of client content on its newsletters and social media. The packages all have fixed prices that are billed monthly over the terms of the agreement in even amounts. The Company recognizes revenue for its performance obligation associated with its contracts with customers over time as work is performed, which is deemed to occur evenly throughout the duration of the contract. This also reflects the pattern in which costs are incurred on performing the contracts. To the extent revenue recognized on contracts at each period end exceeds collections, the amounts are reflected as accounts receivable. To the extent collections on contracts at each period end exceeds revenue recognized, the amounts are reflected as deferred revenue. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company accounts for assets and liabilities measured at fair value on a recurring basis in accordance with ASC Topic 820, Fair Value Measurements and Disclosures, or ASC 820. ASC 820 establishes a common definition for fair value to be applied to existing generally accepted accounting principles that require the use of fair value measurements, establishes a framework for measuring fair value, and expands disclosure about such fair value measurements. ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Additionally, ASC 820 requires the use of valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are prioritized below: Level 1: Observable inputs such as quoted market prices in active markets for identical assets or liabilities. Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data. Level 3: Unobservable inputs for which there is little or no market data, which require the use of the reporting entity’s own assumptions. Additional Disclosures Regarding Fair Value Measurements The carrying value of cash and cash equivalents, accounts receivable, accounts payable, accrued expenses, and lines of credit approximate their fair value due to the short-term maturity of these items. |
Advertising | Advertising The Company expenses advertising costs as incurred. Advertising expenses relating to continuing operations for the year ended December 31, 2020 and 2019 amounted to $128,981 and $368,226, respectively. Advertising expenses reported as a component of discontinued operations amounted $0 and $159,665 for the year ended December 31, 2020 and 2019, respectively. |
Income Taxes | Income Taxes Income taxes are accounted for in accordance with the provisions of ASC Topic 740, Accounting for Income Taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amounts expected to be realized, but no less than quarterly. |
Foreign Currency Translation | Foreign Currency Translation The Company’s reporting currency is U.S. Dollars. The functional currency of the Company’s Subsidiary in the United Kingdom was British Pounds. The translation from British Pounds to U.S. dollars is performed for asset and liability accounts using exchange rates in effect at the balance sheet date, equity accounts using historical exchange rates or rates in effect at the balance sheet date, and for revenue and expense accounts using the average exchange rate in effect during the period. The resulting translation adjustments are recorded as a component of Accumulated Other Comprehensive Income (Loss). Upon dissolving the Subsidiary in August 2020, the Company has reclassified the Accumulated Other Comprehensive Loss balance of $83,929 into earnings, which is reflected as a component of the loss from discontinued operations in the accompanying consolidated statement of operations for the year ended December 31, 2020. |
Property and Equipment | Property and Equipment Property and equipment are recorded at cost and are depreciated on a straight-line basis over their estimated useful lives of five years. Maintenance and repairs are charged to expense as incurred. Significant renewals and betterments are capitalized. |
Goodwill | Goodwill The Company’s goodwill represents the excess of purchase price over tangible and intangible assets acquired, less liabilities assumed arising from business acquisitions. Goodwill is not amortized, but is reviewed for potential impairment on an annual basis at the reporting unit level. There was an impairment charge of $3,225,817 during the year ended December 31, 2019 related to the impairment of goodwill acquired from the Emerging Growth Agreement. |
Investment | Investment On December 24, 2020, the Company acquired a 9.8% interest in the outstanding stock of a privately held company. As the stock has no readily determinable fair value, the Company accounts for this stock received using the cost method, less adjustments for impairment. At each reporting period, management reviews the status of the investment to determine if any indicators of impairment have occurred. There were no impairment charges recorded related to investments during the year ended December 31, 2020 or 2019. |
Long-Lived Assets | Long-Lived Assets In accordance with ASC 360-10, the Company evaluates long-lived assets for impairment whenever events or changes in circumstances indicate that their net book value may not be recoverable. When such factors and circumstances exist, the Company compares the projected undiscounted future cash flows associated with the related asset or group of assets over their estimated useful lives against their respective carrying amount. Impairment, if any, is based on the excess of the carrying amount over the fair value, based on market value when available, or discounted expected cash flows, of those assets and is recorded in the period in which the determination is made. There was an impairment charge of $541,724 during the year ended December 31, 2019 related to the impairment of marketing-related intangible assets acquired from the Emerging Growth Agreement. |
Basic and Diluted Earnings Per Share | Basic and Diluted Earnings Per Share Basic earnings per share are calculated by dividing income available to stockholders by the weighted-average number of common shares outstanding during each period. Diluted earnings per share are computed using the weighted average number of common and dilutive common share equivalents outstanding during the period. Dilutive common share equivalents consist of shares issuable upon the exercise of stock options and warrants (calculated using the modified-treasury stock method). As of December 31, 2020, the Company had 3,160,000 outstanding stock options, 5,256,944 outstanding warrants and 3,500 shares of preferred stock which were excluded from the calculation of diluted earnings per share because their effects were anti-dilutive. As of December 31, 2019, the Company had 6,320,000 outstanding stock options and 7,543,944 outstanding warrants which were excluded from the calculation of diluted earnings per share because their effects were anti-dilutive. As a result, the basic and diluted earnings per share are the same for each of the periods presented. |
Share-Based Payment | Share-Based Payment The Company accounts for stock-based compensation in accordance with ASC Topic 718, Compensation-Stock Compensation, or ASC 718. Under the fair value recognition provisions of this topic, stock-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as an expense on a straight-line basis over the requisite service period, which is the vesting period. The Company has elected to use the Black-Scholes option-pricing model to estimate the fair value of its options, which incorporates various subjective assumptions including volatility, risk-free interest rate, expected life, and dividend yield to calculate the fair value of stock option awards. Compensation expense recognized in the statements of operations is based on awards ultimately expected to vest and reflects estimated forfeitures. ASC 718 requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. |
Common stock awards | Common stock awards The Company has granted common stock awards to non-employees in exchange for services provided. The Company measures the fair value of these awards using the fair value of the services provided or the fair value of the awards granted. The fair value of the awards is recognized on a straight-line basis as services are rendered. The share-based payments related to common stock awards for the settlement of services provided by non-employees is recorded on the consolidated statement of comprehensive loss in the same manner and charged to the same account as if such settlements had been made in cash. |
Warrants | Warrants In connection with certain financing, consulting and collaboration arrangements, the Company has issued warrants to purchase shares of its common stock. The outstanding warrants are standalone instruments that are not puttable or mandatorily redeemable by the holder and are classified as equity awards. The Company measures the fair value of the awards using the Black-Scholes option pricing model as of the measurement date. Warrants are recorded at fair value as expense over the requisite service period or at the date of issuance, if there is not a service period. Warrants granted in connection with ongoing arrangements are more fully described in Note 6, Stockholders’ Deficit. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In December 2019, the FASB issued Accounting Standards Update, or ASU, 2019-12, Simplifying the Accounting for Income Taxes Income Taxes In February 2016, the FASB issued ASU 2016-02, “Leases” (Topic 842). This guidance will be effective for public entities for fiscal years beginning after December 15, 2018 including the interim periods within those fiscal years. Early application is permitted. Under the new provisions, all lessees will report a right-of-use asset and a liability for the obligation to make payments for all leases with the exception of those leases with a term of 12 months or less. All other leases will fall into one of two categories: (i) Financing leases, similar to capital leases, which will require the recognition of an asset and liability, measured at the present value of the lease payments and (ii) Operating leases which will require the recognition of an asset and liability measured at the present value of the lease payments. The Company has adopted this standard on January 1, 2019 and recognized assets and liabilities arising from any leases that meet the requirements under this standard on the adoption date and included qualitative and quantitative disclosures in the Company’s notes to the consolidated financial statements. In January 2017, the FASB issued ASU 2017-04, Intangibles-Goodwill and Other (Topic 350), which simplifies the goodwill impairment test. The effective date for ASU 2017-04 is for fiscal years beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. This Company has adopted this guidance for its annual goodwill impairment test performed during the year ended December 31, 2019. In June 2018, the FASB issued ASU 2018-07, Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting, Equity - Equity-Based Payments to Non-Employees Other accounting pronouncements have been issued but deemed by management to be outside the scope of relevance to the Company. |
Note 3 - Property and Equipme_2
Note 3 - Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Table Text Block Supplement [Abstract] | |
Schedule of property, plant and equipment | The Company’s property and equipment relating to continuing operations consisted of the following at December 31, 2020 and 2019. December 31, December 31, 2020 2019 Computer equipment and software $ 12,546 $ 8,139 Furniture and equipment 2,227 - 14,773 8,139 Less: accumulated depreciation (6,928) (5,119) $ 7,845 $ 3,020 |
Note 4 - Acquisitions (Tables)
Note 4 - Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Table Text Block Supplement [Abstract] | |
Schedule of recognized assets and liabilities assumed | The business combination accounting is not yet complete and the amounts assigned to the net assets acquired are provisional. Therefore, this may result in future adjustments to the provisional amounts as new information is obtained about facts and circumstances that existed at the acquisition date. Purchase Allocation Property and equipment $ 2,183 Other intangible assets 579,000 Goodwill 3,225,817 $ 3,807,000 |
Schedule of business acquisition, pro forma information | The pro forma results include estimates and assumptions which management believes are reasonable. However, pro forma results do include any anticipated cost savings or other effects of the planned integration of these entities, and are not necessarily indicative of the results that would have occurred if the business combination had been in effect on the dates indicated. Pro Forma Combined Financials (Unaudited) Year Ended December 31, 2019 Revenue from continuing operations $ 1,920,758 Net loss from continuing operations $ (5,877,768) Net loss from continuing operations per common share - basic and diluted $ (0.07) |
Note 5 - Note Payable (Tables)
Note 5 - Note Payable (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Table Text Block Supplement [Abstract] | |
Schedule of maturities of long-term debt | Future scheduled maturities of long-term debt are as follows. Year Ended December 31, 2021 $ 188,249 2022 574,751 2023 2,262 2024 3,285 2025 3,416 Thereafter 141,037 Total $ 913,000 |
Note 6 - Stockholders' Deficit
Note 6 - Stockholders' Deficit (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Table Text Block Supplement [Abstract] | |
Schedule of warrant activity | The following summarizes the Company’s warrant activity for the year ended December 31, 2020 and 2019. Weighted- Average Weighted- Remaining Average Contractual Exercise Life Warrants Price (Years) Outstanding at January 1, 2018 25,045,517 $ 0.53 4.16 Granted 1,000,000 0.13 Forfeited/cancelled (18,501,573) 0.52 Outstanding at December 31, 2019 7,543,944 $ 0.50 3.37 Forfeited/cancelled (2,287,000) 0.90 Outstanding at December 31, 2020 5,256,944 $ 0.33 3.56 Vested and expected to vest at December 31, 2020 5,256,944 $ 0.33 3.56 Exercisable at December 31, 2020 5,256,944 $ 0.33 3.56 |
Schedule of warrants assumptions | The warrants granted during 2020 and 2019 were valued using the Black-Scholes pricing method using the following assumptions below. 2020 2019 Expected life in years NA 5 years Stock price volatility NA 105.3% - 114.2% Risk free interest rate NA 1.58% - 2.67% Expected dividends NA None Estimated forfeiture rate NA None |
Schedule of option activity | The following summarizes the Company’s stock option activity for the year ended December 31, 2020 and 2019. Weighted- Average Weighted- Remaining Average Contractual Exercise Life Options Price (Years) Outstanding at January 1, 2019 7,232,500 $ 0.40 3.45 Forfeited/cancelled (912,500) 0.86 Outstanding at December 31, 2019 6,320,000 $ 0.33 2.45 Forfeited/cancelled (3,160,000) 0.33 Outstanding at December 31, 2020 3,160,000 $ 0.33 1.44 Vested and expected to vest at December 31, 2020 3,160,000 $ 0.33 1.44 Exercisable at December 31, 2020 3,160,000 $ 0.33 1.44 |
Note 7 - Discontinued Operati_2
Note 7 - Discontinued Operations (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Table Text Block Supplement [Abstract] | |
Schedule of consolidated balance sheets | The assets and liabilities have been reflected as discontinued operations in the consolidated balance sheets as of December 31, 2020 and 2019, and consist of the following: December 31, December 31, 2020 2019 Current liabilities of discontinued operations Accounts payable and accrued expenses $ 79,823 $ 99,695 Total current liabilities of discontinued operations $ 79,823 $ 99,695 |
Schedule of consolidated statements of operations | The results of the discontinued operations of the CAKE Marketing UK Business for the year ended December 31, 2020 and 2019 have been reflected as discontinued operations in the consolidated statements of operations, and consist of the following: For the Year Ended December 31, December 31, 2020 2019 Net revenues $ - $ 9,001,307 Cost of revenue - 3,863,471 Gross profit - 5,137,836 Operating expenses: Research and development - 1,263,808 Sales and marketing - 2,016,637 General and administrative (3,507) 3,085,858 Total operating expenses (3,507) 6,366,303 Loss from operations 3,507 (1,228,467) Other income (expense): Gain on sale of discontinued operations - 19,473,080 Loss on foreign currency translation (83,929) - Interest income - 34 Interest expense - (3,773,651) Total other income (expense) (83,929) 15,699,463 Net income (loss) from discontinued operations before provision for income taxes (80,422) 14,470,996 Provision for (benefit from) income taxes - 79,823 Net income (loss) from discontinued operations $ (80,422) $ 14,391,173 |
Schedule of gain on sale of discontinued operations | The following is a summary of the gain on sale of discontinued operations of the CAKE Business reflected above during the year ended December 31, 2019. Gross proceeds received $ 20,892,667 Less: value of net assets sold Accounts receivable 1,979,342 Prepaid and other current assets 51,363 Property and equipment 20,986 ROU lease asset 1,458,922 Other assets 39,702 Accounts payable and accrued expenses (344,787 ) Deferred revenue (138,112 ) ROU lease liability (1,612,412 ) Other liabilities (35,417 ) Total net assets sold 1,419,587 Gain on sale of CAKE Business $ 19,473,080 |
Note 8 - Income Taxes (Tables)
Note 8 - Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Table Text Block Supplement [Abstract] | |
Schedule of provision for income tax | The provision for income taxes in 2019 is a result of the gain on the sale of the CAKE Business, and therefore has been classified as a component of discontinued operations. Years Ended December 31, 2020 2019 Current Federal - - State - 79,823 Total current $ - $ 79,823 Deferred Federal - - State - - Total deferred $ - $ - Total $ - $ 79,823 |
Schedule of effective tax rate reconciliation | A reconciliation of the Company’s effective tax rate to the statutory federal rate is as follows: Years Ended December 31, 2020 2019 Statutory federal rate 21.0% 21.0% State income taxes net of federal income tax benefit -0.7% 0.8% Permanent differences for tax purposes 0.0% 0.0% Change in valuation allowance -20.3% -20.5% Effective income tax rate 0.0% 1.3% |
Schedule ofdeferred tax assets and liabilities | The components of the deferred tax assets and liabilities are as follows: Years Ended December 31, 2020 2019 Deferred tax assets: Net operating loss carryforwards $ 3,518,643 $ 2,643,196 Impairment of intangible assets 1,054,294 1,054,294 Stock-based compensation 21,163 - Other temporary differences (321,112) 11,891 Total deferred tax assets 4,272,988 3,709,381 Change in valuation allowance (4,272,988) (3,709,381) Effective income tax rate $ - $ - |
Note 1 - Organization and Bas_2
Note 1 - Organization and Basis of Presentation (Details) - USD ($) | May 06, 2020 | May 15, 2019 | Dec. 31, 2020 | Jun. 24, 2020 | Jun. 20, 2019 | Jun. 18, 2019 | Dec. 31, 2020 | Dec. 31, 2019 |
Payments to Acquire Businesses, Gross | $ 0 | $ 420,000 | ||||||
Stock Issued During Period, Value, Acquisitions | 2,700,000 | |||||||
Working Capital (Deficit) | $ (998,101) | (998,101) | ||||||
Accumulated Deficit | (36,384,202) | (36,384,202) | (34,721,149) | |||||
Proceeds from sale of common stock | $ 410,000 | 410,000 | ||||||
Net loss from continuing operations | $ (1,342,631) | $ (6,025,623) | ||||||
PPP [Member] | ||||||||
Proceeds from loan | $ 263,000 | |||||||
SBA [Member] | ||||||||
Proceeds from loan | $ 150,000 | $ 150,000 | ||||||
Common Stock [Member] | ||||||||
Stock Issued During Period, Shares, Acquisitions (in shares) | 30,000,000 | |||||||
Stock Issued During Period, Value, Acquisitions | $ 30,000 | |||||||
Asset Purchase Agreement with CAKE Software [Member] | ||||||||
Business Combination, Consideration Transferred | $ 19,400,000 | |||||||
Business Combination, Value, Adjustment to Term | $ 500,000 | |||||||
Earnout as Percentage of Revenue, Net | 30.00% | |||||||
Earnout Calculation Threshold Amount | $ 13,750,000 | |||||||
Proceeds from Divestiture of Businesses, Net of Cash Divested | $ 20,892,667 | |||||||
Asset Purchased Agreement with Emerging Growth LLC [Member] | ||||||||
Business Combination, Consideration Transferred | 3,807,000 | |||||||
Payments to Acquire Businesses, Gross | $ 420,000 | |||||||
Stock Issued During Period, Shares, Acquisitions (in shares) | 30,000,000 | |||||||
Stock Issued During Period, Value, Acquisitions | $ 2,700,000 | |||||||
Asset Purchased Agreement with Emerging Growth LLC [Member] | Series B Preferred Stock [Member] | ||||||||
Stock Issued During Period, Shares, Acquisitions (in shares) | 3,000 | |||||||
Stock Issued During Period, Value, Acquisitions | $ 687,000 | |||||||
Preferred Stock, Dividend Rate, Percentage | 6.00% | 6.00% | ||||||
Asset Purchased Agreement with Emerging Growth LLC [Member] | Common Stock and Series B Preferred Stock [Member] | ||||||||
Stock Issued During Period, Value, Acquisitions | $ 3,000,000 | |||||||
Asset Purchased Agreement with Emerging Growth LLC [Member] | Common Stock [Member] | ||||||||
Stock Issued During Period, Shares, Acquisitions (in shares) | 30,000,000 | |||||||
Stock Issued During Period, Value, Acquisitions | $ 2,700,000 | |||||||
Asset Purchased Agreement with Emerging Growth LLC [Member] | Preferred Stock [Member] | Series B Preferred Stock [Member] | ||||||||
Stock Issued During Period, Shares, Acquisitions (in shares) | 3,000 | |||||||
Stock Issued During Period, Value, Acquisitions | $ 687,000 |
Note 2 - Summary of Significa_3
Note 2 - Summary of Significant Accounting Policies (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 24, 2020 | |
Restricted Cash and Cash Equivalents | $ 20,000 | $ 0 | |
Allowance for accounts receivable | 183,750 | 163,750 | |
FDIC insured amount | 250,000 | ||
Accumulated Other Comprehensive Loss | 83,929 | ||
Goodwill, Impairment charge | 3,225,817 | ||
Ownership percentage | 9.80% | ||
Impairment of Intangible Assets, Finite-lived | 541,724 | ||
Continuing Operations [Member] | |||
Advertising Expense | 128,981 | 368,226 | |
Discontinued Operations [Member] | |||
Advertising Expense | $ 0 | $ 159,665 | |
Option [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in shares) | 3,160,000 | 6,320,000 | |
Warrant [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in shares) | 5,256,944 | 7,543,944 | |
Preferred stock [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in shares) | 3,500 | ||
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Customer One [Member] | |||
Concentration Risk, Percentage | 32.30% | ||
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Customer Two [Member] | |||
Concentration Risk, Percentage | 13.80% | ||
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Customer Three [Member] | |||
Concentration Risk, Percentage | 13.80% | ||
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Customer Four [Member] | |||
Concentration Risk, Percentage | 13.80% | ||
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Customer Five [Member] | |||
Concentration Risk, Percentage | 10.30% | ||
Revenue [Member] | Customer Concentration Risk [Member] | Customer One [Member] | |||
Concentration Risk, Percentage | 10.50% | ||
Revenue [Member] | Customer Concentration Risk [Member] | Customer Two [Member] | |||
Concentration Risk, Percentage | 10.50% |
Note 3 - Property and Equipme_3
Note 3 - Property and Equipment (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 1,809 | $ 915 |
Note 3 - Property and Equipme_4
Note 3 - Property and Equipment: Property and Equipment (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Property and equipment, gross | $ 14,773 | $ 8,139 |
Less: accumulated depreciation | (6,928) | (5,119) |
Property, Plant and Equipment, net | 7,845 | 3,020 |
Computer equipment and software [Member] | ||
Property and equipment, gross | 12,546 | 8,139 |
Furniture and equipment [Member] | ||
Property and equipment, gross | $ 2,227 | $ 0 |
Note 4 - Acquisitions (Details)
Note 4 - Acquisitions (Details) - USD ($) | May 15, 2019 | Jun. 20, 2019 | Dec. 31, 2020 | Dec. 31, 2019 |
Payments to Acquire Businesses, Gross | $ 0 | $ 420,000 | ||
Stock Issued During Period, Value, Acquisitions | 2,700,000 | |||
Finite-lived Intangible Assets Acquired | $ 579,000 | |||
Amortization of Intangible Assets | 37,276 | |||
Impairment of Intangible Assets, Finite-lived | 541,724 | |||
Goodwill, Impairment charges | 3,225,817 | |||
Intangible Assets, Net (Including Goodwill) | $ 0 | |||
Customer Contracts [Member] | ||||
Finite-lived Intangible Assets Acquired | $ 7,000 | |||
Finite-Lived Intangible Asset, Useful Life (Month) | 5 months | |||
Marketing-Related Intangible Assets [Member] | ||||
Finite-lived Intangible Assets Acquired | $ 572,000 | |||
Finite-Lived Intangible Asset, Useful Life (Month) | 10 years | |||
Common Stock [Member] | ||||
Stock Issued During Period, Shares, Acquisitions (in shares) | 30,000,000 | |||
Stock Issued During Period, Value, Acquisitions | $ 30,000 | |||
Asset Purchased Agreement with Emerging Growth LLC [Member] | ||||
Payments to Acquire Businesses, Gross | $ 420,000 | |||
Stock Issued During Period, Shares, Acquisitions (in shares) | 30,000,000 | |||
Stock Issued During Period, Value, Acquisitions | $ 2,700,000 | |||
Business Combination, Consideration Transferred | $ 3,807,000 | |||
Asset Purchased Agreement with Emerging Growth LLC [Member] | Series B Preferred Stock [Member] | ||||
Stock Issued During Period, Shares, Acquisitions (in shares) | 3,000 | |||
Stock Issued During Period, Value, Acquisitions | $ 687,000 | |||
Asset Purchased Agreement with Emerging Growth LLC [Member] | Common Stock [Member] | ||||
Stock Issued During Period, Shares, Acquisitions (in shares) | 30,000,000 | |||
Stock Issued During Period, Value, Acquisitions | $ 2,700,000 | |||
Asset Purchased Agreement with Emerging Growth LLC [Member] | Preferred Stock [Member] | Series B Preferred Stock [Member] | ||||
Stock Issued During Period, Shares, Acquisitions (in shares) | 3,000 | |||
Stock Issued During Period, Value, Acquisitions | $ 687,000 |
Note 4 - Acquisitions_ Summary
Note 4 - Acquisitions: Summary of Purchase Price Allocation at Fair Value (Details) - Asset Purchased Agreement with Emerging Growth LLC [Member] | Jun. 20, 2019USD ($) |
Property and equipment | $ 2,183 |
Other intangible assets | 579,000 |
Goodwill | 3,225,817 |
Purchase Allocation | $ 3,807,000 |
Note 4 - Acquisitions_ Unaudite
Note 4 - Acquisitions: Unaudited Pro Forma Results of Operations (Details) - Asset Purchased Agreement with Emerging Growth LLC [Member] | 12 Months Ended |
Dec. 31, 2019USD ($)$ / shares | |
Revenue from continuing operations | $ 1,920,758 |
Net loss from continuing operations | $ (5,877,768) |
Net loss from continuing operations per common share - basic and diluted (in dollars per share) | $ / shares | $ (0.07) |
Note 5 - Note Payable (Details)
Note 5 - Note Payable (Details) - USD ($) | May 06, 2020 | Sep. 10, 2019 | Jun. 24, 2020 | Dec. 31, 2020 | Dec. 31, 2019 |
Long-term Debt | $ 913,000 | ||||
Long term debt, current | 188,249 | ||||
Warrant In Connection With Promissory Note [Member] | |||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 500,000 | ||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 0.10 | ||||
Promissory Note Payable [Member] | |||||
Proceeds from Long-term Lines of Credit | $ 500,000 | ||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | ||||
Debt Instrument, Unamortized Discount | $ 17,624 | 9,939 | |||
Amortization of Debt Discount | 5,884 | $ 1,801 | |||
Long-term Debt | 490,061 | ||||
Long-term Debt, Gross | 500,000 | ||||
PPP [Member] | |||||
Long-term Debt | $ 188,249 | ||||
Proceeds from loans | $ 263,000 | ||||
Interest rate | 1.00% | ||||
Maturity date | May 6, 2022 | ||||
Monthly payment | $ 14,727 | ||||
SBA [Member] | |||||
Proceeds from loans | $ 150,000 | $ 150,000 | |||
Interest rate | 3.75% | ||||
Monthly payment | $ 731 |
Note 5 - Note Payable_ Schedule
Note 5 - Note Payable: Schedule Maturities of Long-term Debt (Details) | Dec. 31, 2020USD ($) |
Notes Payable [Abstract] | |
2021 | $ 188,249 |
2022 | 574,751 |
2023 | 2,262 |
2024 | 3,285 |
2025 | 3,416 |
Thereafter | 141,037 |
Total | $ 913,000 |
Note 6 - Stockholders' Defici_2
Note 6 - Stockholders' Deficit (Details) | Oct. 13, 2020USD ($)shares | Aug. 06, 2020USD ($)shares | Apr. 03, 2020Integershares | Sep. 10, 2019shares | May 15, 2019 | Jan. 31, 2021USD ($) | Dec. 31, 2020USD ($)$ / sharesshares | Jul. 17, 2020shares | Jun. 20, 2019USD ($)$ / sharesshares | Mar. 31, 2019USD ($)$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($)$ / sharesshares | Dec. 31, 2018$ / sharesshares |
Stock Issued During Period, Value, Acquisitions | $ 2,700,000 | ||||||||||||
Preferred Stock, Shares Authorized (in shares) | shares | 2,000,000 | 2,000,000 | |||||||||||
Preferred Stock, Par or Stated Value Per Share (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | |||||||||||
Preferred stock, interest | $ 240,000 | 126,575 | |||||||||||
Class Of Warrant Or Right Expense Recognized | 0 | 126,810 | |||||||||||
Class of Warrant or Right, Unrecorded Compensation Expense | $ 0 | 0 | |||||||||||
Unrecognisation stock based compensation | $ 0 | 0 | |||||||||||
Sale of stock | shares | 10,500,000 | ||||||||||||
Proceeds from issuance of stock | $ 10,000 | $ 410,000 | |||||||||||
Restricted Stock [Member] | Non-employee Directors [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period (in shares) | shares | 240,000 | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value (in dollars per share) | $ / shares | $ 0.50 | ||||||||||||
Share-based Payment Arrangement, Expense | 0 | 60,000 | |||||||||||
Unrecognised Share-based Payment Arrangement, Nonvested Award | $ 0 | 0 | |||||||||||
Stock Option Plan [Member] | |||||||||||||
Share-based Payment Arrangement, Expense | $ 0 | $ 10,963 | |||||||||||
Number of Shares Authorized (in shares) | shares | 22,500,000 | 22,500,000 | |||||||||||
Warrants Issued to Promissory Note Holders [Member] | |||||||||||||
Class of Warrant or Right, Issued During Period (in shares) | shares | 500,000 | ||||||||||||
Warrants Expiring January 25, 2024 [Member] | |||||||||||||
Share-based Payment Arrangement, Expense | $ 104,638 | ||||||||||||
Class of Warrant or Right, Issued During Period (in shares) | shares | 500,000 | ||||||||||||
Exercise Price of Warrants (in dollars per share) | $ / shares | $ 0.15 | ||||||||||||
Warrants and Rights Outstanding | $ 44,670 | ||||||||||||
Class of Warrant or Right Numbero of Securities Cancelled (in shares) | shares | 7,935,000 | ||||||||||||
Series B Preferred Stock [Member] | |||||||||||||
Preferred Stock, Shares Authorized (in shares) | shares | 3,000 | 3,000 | 3,000 | ||||||||||
Preferred Stock, Par or Stated Value Per Share (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||
Series A Preferred Stock [Member] | |||||||||||||
Preferred Stock, Shares Authorized (in shares) | shares | 500 | 500 | 500 | ||||||||||
Preferred Stock, Par or Stated Value Per Share (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||
Convert 2018 Promissory Note to Preferred Stock [Member] | |||||||||||||
Preferred Stock, Par or Stated Value Per Share (in dollars per share) | $ / shares | $ 1,000 | ||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in shares) | shares | 500 | ||||||||||||
Debt Conversion, Original Debt, Amount | $ 500,000 | ||||||||||||
Preferred Stock, Dividend Rate, Percentage | 12.00% | ||||||||||||
Asset Purchased Agreement with Emerging Growth LLC [Member] | |||||||||||||
Stock Issued During Period, Shares, Acquisitions (in shares) | shares | 30,000,000 | ||||||||||||
Stock Issued During Period, Value, Acquisitions | $ 2,700,000 | ||||||||||||
Asset Purchased Agreement with Emerging Growth LLC [Member] | Series B Preferred Stock [Member] | |||||||||||||
Stock Issued During Period, Shares, Acquisitions (in shares) | shares | 3,000 | ||||||||||||
Stock Issued During Period, Value, Acquisitions | $ 687,000 | ||||||||||||
Preferred Stock, Par or Stated Value Per Share (in dollars per share) | $ / shares | $ 1,000 | ||||||||||||
Preferred Stock, Dividend Rate, Percentage | 6.00% | 6.00% | |||||||||||
Promissory note holders [Member] | |||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in shares) | shares | 3,500,000 | ||||||||||||
Debt Conversion, Original Debt, Amount | $ 315,000 | ||||||||||||
Consultant [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period (in shares) | shares | 250,000 | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Vesting, Number of Equal Quarterly Increments | Integer | 4 | ||||||||||||
Share-based Payment Arrangement, Expense | $ 15,625 | ||||||||||||
Shares issued for services, shares | shares | 500,000 | ||||||||||||
Shares forfeited | shares | 187,500 | ||||||||||||
Emerging Growth [Member] | |||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in shares) | shares | 4,800,000 | ||||||||||||
Debt Conversion, Original Debt, Amount | $ 240,000 | ||||||||||||
Due to related party | 209,931 | ||||||||||||
Loss on extinguishment of debt | 30,069 | ||||||||||||
Emerging Growth [Member] | Accrued Interest [Member] | |||||||||||||
Due to related party | 104,931 | ||||||||||||
Emerging Growth [Member] | Payables [Member] | |||||||||||||
Due to related party | $ 105,000 | ||||||||||||
Holder [Member] | |||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in shares) | shares | 1,650,000 | ||||||||||||
Debt Conversion, Original Debt, Amount | $ 82,500 | ||||||||||||
Loss on extinguishment of debt | $ 41,308 | ||||||||||||
Principal amount | 500,000 | ||||||||||||
Holder [Member] | Accrued Interest [Member] | |||||||||||||
Debt Conversion, Original Debt, Amount | $ 41,192 |
Note 6 - Stockholders' Equity_
Note 6 - Stockholders' Equity: Warrant Activity (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Forfeited/cancelled, options (in shares) | (3,160,000) | (912,500) | |
Vested and expected to vest, options (in shares) | 3,160,000 | ||
Exercisable balance, options (in shares) | 3,160,000 | ||
Forfeited/cancelled, weighted average price per share (in dollars per share) | $ 0.33 | $ 0.86 | |
Vested and expected to vest, weighted average price per share (in dollars per share) | 0.33 | ||
Exercisable balance, weighted average price per share (in dollars per share) | $ 0.33 | ||
Vested and expected to vest, weighted average remaining contractual term (Year) | 1 year 5 months 9 days | ||
Exercisable balance, weighted average remaining contractual term (Year) | 1 year 5 months 9 days | ||
Warrant [Member] | |||
Warrants outstanding (in shares) | 7,543,944 | 25,045,517 | |
Warrants granted (in shares) | 1,000,000 | ||
Forfeited/cancelled, options (in shares) | (2,287,000) | (18,501,573) | |
Warrants outstanding (in shares) | 5,256,944 | 7,543,944 | 25,045,517 |
Vested and expected to vest, options (in shares) | 5,256,944 | ||
Exercisable balance, options (in shares) | 5,256,944 | ||
Warrants outstanding, weighted average price per share (in dollars per share) | $ 0.50 | $ 0.53 | |
Warrants granted, weighted average price per share (in dollars per share) | 0.13 | ||
Forfeited/cancelled, weighted average price per share (in dollars per share) | 0.90 | 0.52 | |
Warrants outstanding, weighted average price per share (in dollars per share) | 0.33 | $ 0.50 | $ 0.53 |
Vested and expected to vest, weighted average price per share (in dollars per share) | 0.33 | ||
Exercisable balance, weighted average price per share (in dollars per share) | $ 0.33 | ||
Warrants outstanding, weighted average remaining contractual term (Year) | 3 years 6 months 21 days | 3 years 4 months 13 days | 4 years 1 month 27 days |
Vested and expected to vest, weighted average remaining contractual term (Year) | 3 years 6 months 21 days | ||
Exercisable balance, weighted average remaining contractual term (Year) | 3 years 6 months 21 days |
Note 6 - Stockholders' Equity_2
Note 6 - Stockholders' Equity: Assumptions Used to Determine Fair Value of Warrants Granted (Details) - Warrant [Member] | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Expected life in years | 5 years | |
Stock price volatility | 0.00% | |
Risk free interest rate | 0.00% | |
Expected dividends | 0.00% | 0.00% |
Estimated forfeiture rate | 0.00% | 0.00% |
Minimum [Member] | ||
Stock price volatility | 105.30% | |
Risk free interest rate | 1.58% | |
Maximum [Member] | ||
Stock price volatility | 114.20% | |
Risk free interest rate | 2.67% |
Note 6 - Stockholders' Equity_3
Note 6 - Stockholders' Equity: Stock Option Activity (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Stockholders' deficit | |||
Outstanding balance, options (in shares) | 6,320,000 | 7,232,500 | |
Forfeited/cancelled, options (in shares) | (3,160,000) | (912,500) | |
Outstanding balance, options (in shares) | 3,160,000 | 6,320,000 | 7,232,500 |
Vested and expected to vest, options (in shares) | 3,160,000 | ||
Exercisable balance, options (in shares) | 3,160,000 | ||
Outstanding balance, weighted average price per share (in dollars per share) | $ 0.33 | $ 0.40 | |
Forfeited/cancelled, weighted average price per share (in dollars per share) | 0.33 | 0.86 | |
Outstanding balance, weighted average price per share (in dollars per share) | 0.33 | $ 0.33 | $ 0.40 |
Vested and expected to vest, weighted average price per share (in dollars per share) | 0.33 | ||
Exercisable balance, weighted average price per share (in dollars per share) | $ 0.33 | ||
Outstanding balance, weighted average remaining contractual term (Year) | 1 year 5 months 9 days | 2 years 5 months 12 days | 3 years 5 months 12 days |
Vested and expected to vest, weighted average remaining contractual term (Year) | 1 year 5 months 9 days | ||
Exercisable balance, weighted average remaining contractual term (Year) | 1 year 5 months 9 days |
Note 7 - Discontinued Operati_3
Note 7 - Discontinued Operations (Details) | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Discontinued Operations and Disposal Groups [Abstract] | |
General and administrative expenses | $ 3,507 |
Cumulative realized foreign currency | 83,929 |
Loss from discontinued operations | $ 80,422 |
Note 7 - Discontinued Operati_4
Note 7 - Discontinued Operations: Liabilities of the Discontinued Operations (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Total current liabilities of discontinued operations | $ 79,823 | $ 99,695 |
CAKE [Member] | ||
Accounts payable and accrued expenses | 79,823 | 99,695 |
Total current liabilities of discontinued operations | $ 79,823 | $ 99,695 |
Note 7 - Discontinued Operati_5
Note 7 - Discontinued Operations: Results of Discontinued Operations (Details) - CAKE [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Net revenues | $ 0 | $ 9,001,307 |
Cost of revenue | 0 | 3,863,471 |
Gross profit | 0 | 5,137,836 |
Operating expenses: | ||
Research and development | 0 | 1,263,808 |
Sales and marketing | 0 | 2,016,637 |
General and administrative | (3,507) | 3,085,858 |
Total operating expenses | (3,507) | 6,366,303 |
Loss from operations | 3,507 | (1,228,467) |
Other income (expense): | ||
Gain on sale of discontinued operations | 0 | 19,473,080 |
Loss on foreign currency translation | (83,929) | 0 |
Interest income | 0 | 34 |
Interest expense | 0 | (3,773,651) |
Total other income (expense) | (83,929) | 15,699,463 |
Net income (loss) from discontinued operations before provision for income taxes | (80,422) | 14,470,996 |
Provision for (benefit from) income taxes | 0 | 79,823 |
Net income (loss) from discontinued operations | $ (80,422) | $ 14,391,173 |
Note 7 - Discontinued Operati_6
Note 7 - Discontinued Operations: Summary of the Gain on Sale of Discontinued Operations (Details) - CAKE [Member] | Dec. 31, 2020USD ($) |
Gross proceeds received | $ 20,892,667 |
Less: value of net assets sold | |
Accounts receivable | 1,979,342 |
Prepaid and other current assets | 51,363 |
Property and equipment | 20,986 |
ROU lease asset | 1,458,922 |
Other assets | 39,702 |
Accounts payable and accrued expenses | (344,787) |
Deferred revenue | (138,112) |
ROU lease liability | (1,612,412) |
Other liabilities | (35,417) |
Total net assets sold | 1,419,587 |
Gain on sale of CAKE Business | $ 19,473,080 |
Note 8 - Income Taxes (Details)
Note 8 - Income Taxes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Federal Statutory Income Tax Rate | 21.00% | 21.00% |
Operating Loss Carryforwards, Total | $ 13,100,000 | |
Income Tax Examination, Penalties and Interest Accrued, Total | $ 0 |
Note 8 - Income Taxes_ Componen
Note 8 - Income Taxes: Components of Income Tax Provision (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Current | ||
Federal | $ 0 | $ 0 |
State | 0 | 79,823 |
Total current | 0 | 79,823 |
Deferred | ||
Federal | 0 | 0 |
State | 0 | 0 |
Total deferred | 0 | 0 |
Total income tax expense (benefit) | $ 0 | $ 79,823 |
Note 8 - Income Taxes_ Reconcil
Note 8 - Income Taxes: Reconciliation of Effective Tax Rate (Details) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Statutory federal rate | 21.00% | 21.00% |
State income taxes net of federal income tax benefit | (0.70%) | 0.80% |
Permanent differences for tax purposes | 0.00% | 0.00% |
Change in valuation allowance | (20.30%) | (20.50%) |
Effective income tax rate | 0.00% | 1.30% |
Note 8 - Income Taxes_ Compon_2
Note 8 - Income Taxes: Components of Deferred Tax Assets and Liabilities (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforwards | $ 3,518,643 | $ 2,643,196 |
Impairment of intangible assets | 1,054,294 | 1,054,294 |
Stock-based compensation | 21,163 | 0 |
Other temporary differences | (321,112) | 11,891 |
Total deferred tax assets | 4,272,988 | 3,709,381 |
Change in valuation allowance | (4,272,988) | (3,709,381) |
Effective income tax rate | $ 0 | $ 0 |
Note 9 - Commitments and Cont_2
Note 9 - Commitments and Contingencies (Details) - USD ($) | 1 Months Ended | |
Sep. 01, 2020 | Jun. 20, 2019 | |
Office Space in Whitefish, Montana [Member] | ||
Operating Lease Monthly Rent | $ 4,500 | $ 1,500 |
Lease termination date | Mar. 30, 2024 | |
Office Space in Santa Monica, California [Member] | ||
Operating Lease Monthly Rent | $ 1,000 |
Note 10- Subsequent Events (Det
Note 10- Subsequent Events (Details) - USD ($) | Jan. 06, 2021 | Dec. 31, 2020 | Mar. 29, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Sale of stock, shares issued | 10,500,000 | ||||
Proceeds from sale of stock | $ 410,000 | $ 410,000 | |||
Debt conversion, value | $ 0 | $ 500,000 | |||
Subsequent Event [Member] | |||||
Sale of stock, shares issued | 10,500,000 | ||||
Sale of stock, value | $ 420,000 | ||||
Proceeds from sale of stock | $ 410,000 | ||||
Debt conversion, shares issued | 1,750,000 | ||||
Debt conversion, value | $ 105,000 |