Cover
Cover | 3 Months Ended |
Mar. 31, 2022 | |
Entity Addresses [Line Items] | |
Document Type | S-1 |
Amendment Flag | false |
Entity Registrant Name | CLUBHOUSE MEDIA GROUP, INC. |
Entity Central Index Key | 0001389518 |
Entity Tax Identification Number | 99-0364697 |
Entity Incorporation, State or Country Code | NV |
Entity Address, Address Line One | 3651 Lindell Road |
Entity Address, Address Line Two | D517 |
Entity Address, City or Town | Las Vegas |
Entity Address, State or Province | NV |
Entity Address, Postal Zip Code | 89103 |
City Area Code | 702 |
Local Phone Number | 479-3016 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | false |
Document Creation Date | May 19, 2022 |
Business Contact [Member] | |
Entity Addresses [Line Items] | |
Entity Address, Address Line One | 3651 Lindell Road |
Entity Address, Address Line Two | D517 |
Entity Address, City or Town | Las Vegas |
Entity Address, State or Province | NV |
Entity Address, Postal Zip Code | 89103 |
City Area Code | 702 |
Local Phone Number | 479-3016 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | |||
Cash and cash equivalents | $ 80,983 | $ 299,520 | $ 37,774 |
Accounts receivable, net | 118,715 | 243,381 | 213,422 |
Prepaid expense | 54,000 | 449,954 | |
Other current assets | 219,000 | ||
Total current assets | 253,698 | 992,855 | 470,196 |
Property and equipment, net | 59,138 | 67,651 | 64,792 |
Intangibles | 542,310 | 458,033 | |
Total assets | 855,146 | 1,518,539 | 534,988 |
Current liabilities: | |||
Accounts payable and accrued liabilities | 1,762,563 | 1,620,661 | 219,852 |
Deferred revenue | 50,300 | 337,500 | 73,648 |
Convertible notes payable, net | 7,515,159 | 5,761,479 | 19,493 |
Shares to be issued | 537,865 | 1,047,885 | 87,029 |
Derivative liability | 983,630 | 513,959 | 304,490 |
Due to related parties | |||
Total current liabilities | 10,849,517 | 9,281,484 | 704,512 |
Convertible notes payable, net - related party | 1,258,687 | 1,386,919 | |
Notes payable - related party | 2,162,562 | ||
Total liabilities | 12,108,204 | 10,668,403 | 2,867,074 |
Commitments and contingencies | |||
Stockholders’ equity (deficit): | |||
Preferred stock, par value $0.001, authorized 50,000,000 shares; 1 shares issued and outstanding at December 31, 2021 and December 31, 2020 | |||
Common stock, par value $0.001, authorized 500,000,000 shares; 97,785,107 and 92,682,632 shares issued and outstanding at December 31, 2021 and December 31, 2020, respectively | 120,400 | 97,785 | 92,682 |
Additional paid-in capital | 17,028,768 | 15,656,425 | 152,953 |
Accumulated deficit | (28,402,226) | (24,904,074) | (2,577,721) |
Total stockholders’ equity (deficit) | (11,253,058) | (9,149,864) | (2,332,086) |
Total liabilities and stockholders’ equity (deficit) | $ 855,146 | $ 1,518,539 | $ 534,988 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Jul. 07, 2020 |
Statement of Financial Position [Abstract] | ||||
Preferred stock par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 | 50,000,000 | 50,000,000 |
Preferred stock, shares issued | 1 | 1 | 1 | |
Preferred stock, shares outstanding | 1 | 1 | 1 | |
Common stock par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 2,000,000,000 | 500,000,000 | 500,000,000 | 500,000,000 |
Common stock, shares issued | 120,399,731 | 97,785,107 | 92,682,632 | |
Common stock, shares outstanding | 120,399,731 | 97,785,107 | 92,682,632 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | ||||
Total revenue, net | $ 813,477 | $ 523,376 | $ 4,253,765 | $ 1,010,405 |
Cost of sales | 671,148 | 316,684 | 3,470,862 | 579,855 |
Gross profit | 142,329 | 206,692 | 782,903 | 430,550 |
Operating expenses: | ||||
Advertising expenses | 45,758 | 239,414 | 118,697 | 27,810 |
Selling, general, and administrative | 160,069 | 288,560 | 2,584,686 | 385,889 |
Salaries & wages | 405,589 | 2,315,444 | ||
Professional and consultant fees | 686,661 | 3,228,212 | 8,551,532 | 838,056 |
Production expenses | 55,016 | 87,186 | 225,036 | 242,937 |
Impairment of goodwill | 240,000 | |||
Rent expense | 7,395 | 523,991 | 1,719,026 | 990,413 |
Total operating expenses | 1,360,488 | 4,367,363 | 15,514,421 | 2,725,105 |
Operating loss | (1,218,159) | (4,160,671) | (14,731,518) | (2,294,555) |
Other (income) expenses: | ||||
Interest expense, net | 762,655 | 840,138 | 2,151,553 | 195,214 |
Amortization of debt discounts, net | 1,349,628 | 495,937 | 5,932,883 | 26,993 |
Interest expense - excess derivatives | 245,326 | |||
Loss in extinguishment of debt - related party | 297,138 | 297,138 | ||
Other (income) expense, net | 54,227 | 162,093 | (70) | |
Change in fair value of derivative liability | (77,616) | (49,533) | (1,029,530) | 61,029 |
Total other (income) expenses | 2,279,993 | 1,637,907 | 7,514,138 | 283,166 |
Loss before income taxes | (3,498,152) | (5,798,578) | (22,245,656) | (2,577,721) |
Income tax (benefit) expense | ||||
Net loss | $ (3,498,152) | $ (5,798,578) | $ (22,245,656) | $ (2,577,721) |
Basic and diluted weighted average shares outstanding | 108,753,763 | 93,330,191 | 95,150,297 | 52,099,680 |
Basic and diluted net loss per share | $ (0.03) | $ (0.06) | $ (0.23) | $ (0.05) |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity (Deficit) - USD ($) | Common Stock [Member] | Preferred Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Jan. 01, 2020 | |||||
Beginning balance, shares at Jan. 01, 2020 | |||||
Conversion of convertible debt | $ 11 | 34,529 | 34,540 | ||
Conversion of convertible debt, shares | 10,833 | ||||
Shares issued to settle accounts payable | $ 18 | 49,982 | 50,000 | ||
Shares issued to settle accounts payable, shares | 18,182 | ||||
Imputed interest | 87,213 | 87,213 | |||
Net loss | (2,577,721) | ||||
Shares issued in recapitalization | $ 46,811 | (92,323) | (45,512) | ||
Shares issued in recapitalization, shares | 46,811,195 | ||||
Shares outstanding as of the recapitalization | $ 45,812 | 45,812 | |||
Shares outstanding as of the recapitalization, shares | 45,812,191 | ||||
Stock compensation expense | $ 30 | 73,552 | 73,582 | ||
Stock compensation expense, shares | 30,231 | ||||
Net loss | (2,577,721) | (2,577,721) | |||
Ending balance, value at Dec. 31, 2020 | $ 92,682 | 152,953 | (2,577,721) | (2,332,086) | |
Ending balance, shares at Dec. 31, 2020 | 92,682,632 | 1 | |||
Stock compensation expense | $ 208 | 2,112,980 | 2,113,188 | ||
Stock compensation expense, shares | 207,817 | ||||
Conversion of convertible debt | $ 8 | 12,992 | 13,000 | ||
Conversion of convertible debt, shares | 8,197 | ||||
Shares issued to settle accounts payable | $ 24 | 148,485 | 148,510 | ||
Shares issued to settle accounts payable, shares | 24,460 | ||||
Shares issued as debt issuance costs for convertible notes payable | $ 645 | 3,440,755 | 3,441,400 | ||
Shares issued as debt issuance costs for convertible notes payable, shares | 645,000 | ||||
Beneficial conversion features | 51,000 | 51,000 | |||
Acquisition of Magiclytics | $ 735 | 19,265 | (80,697) | (60,697) | |
Acquisition of Magiclytics, shares | 734,689 | ||||
Imputed interest | 15,920 | 15,920 | |||
Net loss | (5,798,578) | (5,798,578) | |||
Net loss | (5,798,578) | ||||
Ending balance, value at Mar. 31, 2021 | $ 94,302 | 5,954,350 | (8,456,996) | (2,408,344) | |
Ending balance, shares at Mar. 31, 2021 | 94,302,795 | 1 | |||
Beginning balance, value at Dec. 31, 2020 | $ 92,682 | 152,953 | (2,577,721) | (2,332,086) | |
Beginning balance, shares at Dec. 31, 2020 | 92,682,632 | 1 | |||
Conversion of convertible debt | $ 305 | 1,039,876 | 1,040,181 | ||
Conversion of convertible debt, shares | 305,747 | ||||
Shares issued to settle accounts payable | $ 220 | 471,223 | 471,443 | ||
Shares issued to settle accounts payable, shares | 219,850 | ||||
Shares issued as debt issuance costs for convertible notes payable | $ 1,113 | 6,570,417 | 6,571,530 | ||
Shares issued as debt issuance costs for convertible notes payable, shares | 1,113,080 | ||||
Beneficial conversion features | 51,000 | 51,000 | |||
Acquisition of Magiclytics | 875 | 19,125 | (80,697) | (60,697) | |
Imputed interest | 15,920 | 15,920 | |||
Net loss | (22,245,656) | ||||
Stock compensation expense | $ 1,578 | 6,054,913 | 6,056,491 | ||
Stock compensation expense, shares | 1,577,079 | ||||
Shares issued for cash | $ 1,012 | 962,049 | $ 963,061 | ||
Shares issued for cash, shares | 1,011,720 | ||||
Acquisition of Magiclytics, shares | 874,999 | 734,689 | |||
Warrants issued with convertible debt | 211,633 | $ 211,633 | |||
Warrants issued for stock compensation | 15,797 | 15,797 | |||
Reclass of derivative liability on conversion | 91,519 | 91,519 | |||
Net loss | (22,245,656) | (22,245,656) | |||
Acquisition of Magiclytics, shares | |||||
Ending balance, value at Dec. 31, 2021 | $ 97,785 | 15,656,425 | (24,904,074) | (9,149,864) | |
Ending balance, shares at Dec. 31, 2021 | 97,785,107 | 1 | |||
Stock compensation expense | $ 3,386 | 91,145 | 94,531 | ||
Stock compensation expense, shares | 3,385,550 | ||||
Conversion of convertible debt | $ 3,574 | 85,792 | 89,366 | ||
Conversion of convertible debt, shares | 3,574,260 | ||||
Shares issued to settle accounts payable | $ 6,753 | 710,507 | 717,260 | ||
Shares issued to settle accounts payable, shares | 6,752,854 | ||||
Imputed interest | 105,516 | 105,516 | |||
Net loss | (3,498,152) | (3,498,152) | |||
Shares issued in recapitalization | $ 8,352 | 356,551 | 364,903 | ||
Shares issued in recapitalization, shares | 8,351,960 | ||||
Convertible debt | $ 550 | 22,832 | 23,382 | ||
Convertible debt, shares | 550,000 | ||||
Net loss | (3,498,152) | ||||
Ending balance, value at Mar. 31, 2022 | $ 120,400 | $ 17,028,768 | $ (28,402,226) | $ (11,253,058) | |
Ending balance, shares at Mar. 31, 2022 | 120,399,731 | 1 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flow - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities: | ||||
Net (loss) income | $ (3,498,152) | $ (5,798,578) | $ (22,245,656) | $ (2,577,721) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||||
Depreciation and amortization | 17,727 | 502,871 | 41,833 | 14,945 |
Imputed interest | 15,920 | 15,920 | 87,213 | |
Interest expense - amortization of debt discounts | 1,349,626 | 5,932,883 | 26,993 | |
Additional non-cash interest expense due to debt restructuring | 544,256 | |||
Stock compensation expense | 94,531 | 2,977,264 | 7,033,145 | 160,611 |
Loss in extinguishment of debt - related party | 297,138 | 297,138 | ||
Change in fair value of derivative liability | (77,616) | (49,533) | (1,029,530) | 61,029 |
Loss in extinguishment of debt | 55,525 | 163,466 | ||
Accretion expense - excess derivative liability | 287,755 | 245,199 | 108,000 | |
Impairment of intangibles assets | 240,000 | |||
Net changes in operating assets & liabilities: | ||||
Accounts receivable | 124,666 | 165,590 | (29,959) | (213,422) |
Prepaid expense, deposits and other current assets | 395,960 | (181,023) | (230,954) | (219,000) |
Accounts payable, accrued liabilities, due to affiliates, and other long-term liabilities | (120,386) | 386,708 | 1,836,156 | 343,801 |
Net cash used in operating activities | (881,633) | (1,628,118) | (7,970,359) | (1,967,551) |
Cash flows from investing activities: | ||||
Purchases of property, plant, and equipment | (5,220) | (33,900) | (79,737) | |
Purchases of intangible assets | (93,491) | (1,765) | (390,936) | |
Cash paid for Tongji public shell company | (240,000) | |||
Cash received from acquisition of Magiclytics | 76 | 76 | ||
Net cash used in investing activities | (93,491) | (6,909) | (424,760) | (319,737) |
Cash flows from financing activities: | ||||
Shares issued for cash | 364,903 | 963,061 | ||
Borrowings from related party note payable | 135,000 | 244,803 | 2,162,562 | |
Repayment to related party convertible note payable | (105,822) | (137,500) | (137,500) | |
Borrowings from convertible notes payable | 515,625 | 3,538,000 | 8,041,501 | 162,500 |
Repayment to convertible notes payable | (18,119) | (455,000) | ||
Net cash provided by financing activities | 756,587 | 3,535,500 | 8,656,865 | 2,325,062 |
Net increase in cash and cash equivalents | (218,537) | 1,900,473 | 261,746 | 37,774 |
Cash and cash equivalents at beginning of period | 299,520 | 37,774 | 37,774 | |
Cash and cash equivalents at end of period | 80,983 | 1,938,247 | 299,520 | 37,774 |
Cash paid during the period for: | ||||
Interest | ||||
Income taxes | ||||
Supplemental disclosure of non-cash investing and financing Activities: | ||||
Warrants issued in connection with debt | 211,633 | |||
Reclass of derivative liability to APIC | 91,519 | 27,040 | ||
Shares issued for conversion from convertible note payable | 89,366 | 13,000 | 1,040,181 | 7,500 |
Shares issued to settle accounts payable | $ 148,510 | $ 471,443 | $ 50,000 |
ORGANIZATION AND OPERATIONS
ORGANIZATION AND OPERATIONS | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
ORGANIZATION AND OPERATIONS | ORGANIZATION AND OPERATIONS Clubhouse Media Group, Inc. (formerly known as Tongji Healthcare Group, Inc. or the “Company”) was incorporated under the laws of the State of Nevada on December 19, 2006 by Nanning Tongji Hospital, Inc. (“NTH”). On December 20, 2006, Tongji, Inc., a wholly owned subsidiary of the Company, was incorporated in the State of Colorado. Tongji, Inc. was later dissolved on March 25, 2011. NTH was established in Nanning in the province of Guangxi of the People’s Republic of China (“PRC” or “China”) by Nanning Tongji Medical Co. Ltd. and an individual on October 30, 2003. NTH is a designated hospital for medical insurance in the city of Nanning and Guangxi province. NTH specializes in the areas of internal medicine, surgery, gynecology, pediatrics, emergency medicine, ophthalmology, medical cosmetology, rehabilitation, dermatology, otolaryngology, traditional Chinese medicine, medical imaging, anesthesia, acupuncture, physical therapy, health examination, and prevention. On December 27, 2006, Tongji, Inc. acquired 100 15,652,557 Effective December 31, 2017, under the terms of a Bill of Sale, the Company agreed to sell, transfer convey and assign forever all of its rights, title and interest in its equity ownership interest in NTH to Placer Petroleum Co., LLC. Pursuant to the Bill of Sale, consideration for this sale, transfer conveyance and assignment is Placer Petroleum Co., LLC assuming all assets and liabilities of NTH as of December 31, 2017. Thereafter, the Company had minimal operations. On May 20, 2019, pursuant to Case Number A-19-793075-P, Nevada’s 8th Judicial District, Business Court entered an Order Granting Application of Joseph Arcaro as Custodian of Tongji Healthcare Group, Inc. pursuant to Nevada Revised Statutes (“NRS”) 78.347(1)(b), pursuant to which Mr. Arcaro was appointed custodian of the Company and given authority to reinstate the Company with the State of Nevada under NRS 78.347. On May 23, 2019, Mr. Arcaro filed a Certificate of Reinstatement of the Company with the Secretary of State of the State of Nevada. In addition, on May 23, 2019, Mr. Arcaro filed an Annual List of the Company with the Secretary of State of the State of Nevada, designating himself as President, Secretary, Treasurer and Director of the Company for the filing period of 2017 to 2019. On May 29, 2020, Mr. Arcaro, through his ownership of Algonquin Partners Inc. (“Algonquin”), owner 65 30,000,000 240,000 On July 7, 2020, the Company increased the authorized capital stock of the Company to 550,000,000 500,000,000 0.001 50,000,000 0.001 West of Hudson Group, Inc. (“WOHG”) was incorporated in the State of Delaware on May 19, 2020 and owned 100 Doiyen LLC (“Doiyen”), formerly known as WHP Entertainment LLC was incorporated in the State of California on January 2, 2020 and renamed to Doiyen LLC in July 7, 2020 and Doiyen is 100 The Company is an entertainment company engaged in the sale of own brand products, e-commerce platform advertising, and promotion for other companies on their social media accounts. On November 12, 2020, the Company and WOHG entered into the Merger Agreement, and WOHG thereafter became a wholly owned subsidiary of the Company. WOHG was determined to be the accounting acquirer in the Merger based upon the terms of other factors, including: (1) the security holders owned approximately 50.54 Since September 2021, the Company launched its own subscription-based site HoneyDrip.com, which provides a digital space for creators to share unique content with their subscribers. The Company has terminated all leases since December 31, 2021 and focuses on brand deals, Honeydrip platform, and Magiclytics software. | NOTE 1 - ORGANIZATION AND OPERATIONS Clubhouse Media Group, Inc. (formerly known as Tongji Healthcare Group, Inc. or the “Company”) was incorporated under the laws of the State of Nevada on December 19, 2006 by Nanning Tongji Hospital, Inc. (“NTH”). On December 20, 2006, Tongji, Inc., a wholly owned subsidiary of the Company, was incorporated in the State of Colorado. Tongji, Inc. was later dissolved on March 25, 2011. NTH was established in Nanning in the province of Guangxi of the People’s Republic of China (“PRC” or “China”) by Nanning Tongji Medical Co. Ltd. and an individual on October 30, 2003. NTH is a designated hospital for medical insurance in the city of Nanning and Guangxi province. NTH specializes in the areas of internal medicine, surgery, gynecology, pediatrics, emergency medicine, ophthalmology, medical cosmetology, rehabilitation, dermatology, otolaryngology, traditional Chinese medicine, medical imaging, anesthesia, acupuncture, physical therapy, health examination, and prevention. On December 27, 2006, Tongji, Inc. acquired 100 15,652,557 Effective December 31, 2017, under the terms of a Bill of Sale, the Company agreed to sell, transfer convey and assign forever all of its rights, title and interest in its equity ownership interest in NTH to Placer Petroleum Co., LLC. Pursuant to the Bill of Sale, consideration for this sale, transfer conveyance and assignment is Placer Petroleum Co., LLC assuming all assets and liabilities of NTH as of December 31, 2017. Thereafter, the Company had minimal operations. On May 20, 2019, pursuant to Case Number A-19-793075-P, Nevada’s 8th Judicial District, Business Court entered an Order Granting Application of Joseph Arcaro as Custodian of Tongji Healthcare Group, Inc. pursuant to Nevada Revised Statutes (“NRS”) 78.347(1)(b), pursuant to which Mr. Arcaro was appointed custodian of the Company and given authority to reinstate the Company with the State of Nevada under NRS 78.347. On May 23, 2019, Mr. Arcaro filed a Certificate of Reinstatement of the Company with the Secretary of State of the State of Nevada. In addition, on May 23, 2019, Mr. Arcaro filed an Annual List of the Company with the Secretary of State of the State of Nevada, designating himself as President, Secretary, Treasurer and Director of the Company for the filing period of 2017 to 2019. On May 29, 2020, Mr. Arcaro, through his ownership of Algonquin Partners Inc. (“Algonquin”), owner 65 30,000,000 240,000 On July 7, 2020, the Company increased the authorized capital stock of the Company to 550,000,000 500,000,000 0.001 50,000,000 0.001 West of Hudson Group, Inc. (“WOHG”) was incorporated in the State of Delaware on May 19, 2020 and owned 100 Doiyen LLC (“Doiyen”), formerly known as WHP Entertainment LLC was incorporated in the State of California on January 2, 2020 and renamed to Doiyen LLC in July 7, 2020 and Doiyen is 100 The Company is an entertainment company engaged in the sale of own brand products, e-commerce platform advertising, and promotion for other companies on their social media accounts. On November 12, 2020, the Company and WOHG entered into the Merger Agreement, and WOHG thereafter became a wholly owned subsidiary of the Company. WOHG was determined to be the accounting acquirer in the Merger based upon the terms of other factors, including: (1) the security holders owned approximately 50.54 In September 2021, the Company launched its own subscription-based site HoneyDrip.com, which provides a digital space for creators to share unique content with their subscribers. The Company has terminated all leases as of December 31, 2021 and focuses on brand deals, Honeydrip platform, and Magiclytics software. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of presentation These unaudited consolidated financial statements have been prepared in accordance with GAAP and include all adjustments necessary for the fair presentation of the Company’s financial position for the periods presented. The unaudited consolidated balance sheet as of March 31, 2022 was derived from the Company’s audited consolidated financial statements at that date. The accompanying unaudited consolidated interim financial statements should be read in conjunction with the audited consolidated financial statements and related notes thereto for the year ended December 31, 2021 included in the Company’s Annual Report on Form 10-K filed by the Company with the Securities and Exchange Commission, or the SEC, on March 29, 2022, or the Annual Report. Interim results for the three months ended March 31, 2022 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2022. Principles of Consolidation The unaudited consolidated financial statements include the financial statements of the Company and its subsidiaries. All significant inter-company transactions and balances have been eliminated in consolidation. Use of Estimates In preparing the consolidated financial statements in conformity with GAAP, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the dates of the consolidated financial statements, as well as the reported amounts of revenues and expenses during the reporting period. Significant estimates and assumptions made by management include, but are not limited to, revenue recognition, the allowance for bad debt, useful life of fixed assets, income taxes and unrecognized tax benefits, valuation allowance for deferred tax assets, and assumptions used in assessing impairment of long-lived assets. Actual results could differ from those estimates. Reverse Merger Accounting The Merger was accounted for as a reverse-merger and recapitalization in accordance with GAAP. WOHG was the acquirer for financial reporting purposes and Clubhouse Media Group, Inc. was the acquired company. Consequently, the assets and liabilities and the operations that are reflected in the historical financial statements prior to the Merger will be those of WOHG and will be recorded at the historical cost basis of WOHG since its inception on January 2, 2020. The consolidated financial statements after completion of the Merger include the assets and liabilities of the Company and WOHG, historical operations of WOHG since its inception on January 2, 2020 to the closing date of the merger, and operations of the Company from the closing date of the Merger. Common stock and the corresponding capital amounts of the Company pre-merger have been retroactively restated as capital stock shares reflecting the exchange ratio in the Merger. In conjunction with the Merger, WOHG received no cash and assumed no liabilities from Clubhouse Media Group, Inc. All members of the Company’s executive management are from WOHG. Business Combination The Company applies the provisions of the Financial Accounting Standards Board’s (the “FASB”) Accounting Standards Codification (“ASC”) 805, Business Combinations, in accounting for its acquisitions. It requires the Company to recognize separately from goodwill the assets acquired and the liabilities assumed, at the acquisition date fair values. Goodwill as of the acquisition date is measured as the excess of consideration transferred over the acquisition date fair values of the net assets acquired and the liabilities assumed. While the Company uses its best estimates and assumptions to accurately value assets acquired and liabilities assumed at the acquisition date as well as contingent consideration, where applicable, its estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, which may be up to one year from the acquisition date, the Company records adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. Upon the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to the consolidated statements of operations. Cash and Cash Equivalents Cash equivalents consist of highly liquid investments with maturities of three months or less when purchased. Cash and cash equivalents are on deposit with financial institutions without any restrictions. The Company maintains its cash with high credit quality financial institutions; at times, such balances with any one financial institution may exceed Federal Deposit Insurance Corporation (“FDIC”) insured limits. Advertising Advertising costs are expensed when incurred and are included in selling, general, and administrative expense in the accompanying consolidated statements of operations. We incurred advertising expenses of $ 45,758 239,414 Accounts Receivable The Company’s accounts receivable arises from providing services. The Company does not adjust its receivables for the effects of a significant financing component at contract inception if it expects to collect the receivables in one year or less from the time of sale. The Company does not expect to collect receivables greater than one year from the time of sale. The Company’s policy is to maintain an allowance for potential credit losses on accounts receivable. Management reviews the composition of accounts receivable and analyzes historical bad debts, customer concentrations, customer credit worthiness, current economic trends and changes in customer payment patterns to evaluate the adequacy of these reserves. Amounts determined to be uncollectible are charged or written-off against the reserve. As of March 31, 2022 and December 31, 2021, there were $ 0 0 Property and equipment, net Plant and equipment are stated at cost less accumulated depreciation and impairment. Depreciation of property, plant and equipment and are calculated on the straight-line method over their estimated useful lives or lease terms generally as follows: SCHEDULE OF PROPERTY AND EQUIPMENT, NET ESTIMATED USEFUL LIVES Classification Useful Life Equipment 3 Lease On January 2, 2020, the Company adopted ASC Topic 842, Leases, or ASC 842, using the modified retrospective transition method with a cumulative effect adjustment to accumulated deficit as of January 1, 2019, and accordingly, modified its policy on accounting for leases as stated below. As described under “Recently Adopted Accounting Pronouncements,” below, the primary impact of adopting ASC 842 for the Company was the recognition in the consolidated balance sheet of certain lease-related assets and liabilities for operating leases with terms longer than 12 months. The Company elected to use the short-term exception and does not record assets/liabilities for short term leases as of March 31, 2022 and December 31, 2021. The Company’s leases primarily consist of facility leases which are classified as operating leases. The Company assesses whether an arrangement contains a lease at inception. The Company recognizes a lease liability to make contractual payments under all leases with terms greater than twelve months and a corresponding right-of-use asset, representing its right to use the underlying asset for the lease term. The lease liability is initially measured at the present value of the lease payments over the lease term using the collateralized incremental borrowing rate since the implicit rate is unknown. Options to extend or terminate a lease are included in the lease term when it is reasonably certain that the Company will exercise such an option. The right-of-use asset is initially measured as the contractual lease liability plus any initial direct costs and prepaid lease payments made, less any lease incentives. Lease expense is recognized on a straight-line basis over the lease term. Leased right-of-use assets are subject to impairment testing as a long-lived asset at the asset-group level. The Company monitors its long-lived assets for indicators of impairment. As the Company’s leased right-of-use assets primarily relate to facility leases, early abandonment of all or part of facility as part of a restructuring plan is typically an indicator of impairment. If impairment indicators are present, the Company tests whether the carrying amount of the leased right-of-use asset is recoverable including consideration of sublease income, and if not recoverable, measures impairment loss for the right-of-use asset or asset group. Revenue Recognition In May 2014 the FASB issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606), which supersedes all existing revenue recognition requirements, including most industry specific guidance. This new standard requires a company to recognize revenues when it transfers goods or services to customers in an amount that reflects the consideration that the company expects to receive for those goods or services. The FASB subsequently issued the following amendments to ASU No. 2014-09 that have the same effective date and transition date: ASU No. 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations; ASU No. 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing; ASU No. 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients; and ASU No. 2016-20, Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers. The Company adopted these amendments with ASU 2014-09 (collectively, the new revenue standards). Under the new revenue standards, the Company recognizes revenues when its customer obtains control of promised goods or services, in an amount that reflects the consideration which it expects to receive in exchange for those goods. The Company recognizes revenues following the five step model prescribed under ASU No. 2014-09: (i) identify contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenues when (or as) we satisfy the performance obligation. The Company recognized revenue from providing temporary and permanent staffing solutions and sale of consumer products. Managed Services Revenue The Company generates revenue from its managed services when a marketer (typically a brand, agency or partner) pays the Company to provide custom content, influencer marketing, amplification or other campaign management services (“Managed Services”). The Company maintains separate arrangements with each marketer and content creator either in the form of a master agreement or terms of service, which specify the terms of the relationship and access to its platforms, or by statement of work, which specifies the price and the services to be performed, along with other terms. The transaction price is determined based on the fixed fee stated in the statement of work and does not contain variable consideration. Marketers who contract with the Company to manage their advertising campaigns or custom content requests may prepay for services or request credit terms. The agreement typically provides for either a non-refundable deposit, or a cancellation fee if the agreement is canceled by the customer prior to completion of services. Billings in advance of completed services are recorded as a contract liability until earned. The Company assesses collectability based on a number of factors, including the creditworthiness of the customer and payment and transaction history. For Managed Services Revenue, the Company enters into an agreement to provide services that may include multiple distinct performance obligations in the form of: (i) an integrated marketing campaign to provide influencer marketing services, which may include the provision of blogs, tweets, photos or videos shared through social network offerings and content promotion, such as click-through advertisements appearing in websites and social media channels; and (ii) custom content items, such as a research or news article, informational material or videos. Marketers typically purchase influencer marketing services for the purpose of providing public awareness or advertising buzz regarding the marketer’s brand and they purchase custom content for internal and external use. The Company may provide one type or a combination of all types of these performance obligations on a statement of work for a lump sum fee. Revenue is accounted for when the performance obligation has been satisfied depending on the type of service provided. The Company views its obligation to deliver influencer marketing services, including management services, as a single performance obligation that is satisfied at the time the customer receives the benefits from the services. Based on the Company’s evaluations, revenue from Managed Services is reported on a gross basis because the Company has the primary obligation to fulfill the performance obligations and it creates, reviews and controls the services. The Company takes on the risk of payment to any third-party creators and it establishes the contract price directly with its customers based on the services requested in the statement of work. The contract liabilities as of March 31, 2022 and December 31, 2021 were $ 50,300 337,500 Subscription-Based Revenue The Company recognizes subscription-based revenue through Honeydrip.com, its social media website, which allows customers to visit the creator’s personal page over the contract period without taking possession of the products or deliverables. Customers incur costs on either a subscription or consumption basis. Revenue provided on a subscription basis is recognized ratably over the contract period and revenue provided on a consumption basis is recognized when the subscriber paid and received their access to the content. The Company reported the subscription-based revenue at net basis since the Company is acting as an agent solely arranging for the third-party creator or influencer to provide the services directly to the self-service customer through the platform or by posting the requested content. Software Development Costs We apply ASC 350-40, Intangibles—Goodwill and Other—Internal Use Software, in review of certain system projects. These system projects generally relate to software we do not intend to sell or otherwise market. In addition, we apply this guidance to our review of development projects related to software used exclusively for our SaaS subscription offerings. In these reviews, all costs incurred during the preliminary project stages are expensed as incurred. Once the projects have been committed to and it is probable that the projects will meet functional requirements, costs are capitalized. These capitalized software costs are amortized on a project-by-project basis over the expected economic life of the underlying product on a straight-line basis, which is five years. Amortization commences when the software is available for its intended use. Amounts capitalized related to development of internal use software are included in property and equipment, net, on our Consolidated Balance sheets and related depreciation is recorded as a component of amortization of intangible assets and depreciation in our consolidated statements of operations. During the three months ended March 31, 2022 and 2021, we capitalized approximately $ 93,491 and $ 0 , respectively, related to internal use software and recorded $ 9,214 and $ 0 in related amortization expense, respectively. Unamortized costs of capitalized internal use software totaled $ 542,310 and $ 458,033 as of March 31, 2022 and December 31, 2021, respectively. Goodwill Impairment We test goodwill at least annually for impairment at the reporting unit level. We recognize an impairment charge if the carrying amount of a reporting unit exceeds its fair value. When a portion of a reporting unit is disposed, goodwill is allocated to the gain or loss on disposition based on the relative fair values of the business or businesses disposed and the portion of the reporting unit that will be retained. For other intangible assets that are not deemed indefinite-lived, cost is generally amortized on a straight-line basis over the asset’s estimated economic life, except for individually significant customer-related intangible assets that are amortized in relation to total related sales. Amortizable intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the related carrying amounts may not be recoverable. In these circumstances, they are tested for impairment based on undiscounted cash flows and, if impaired, written down to estimated fair value based on either discounted cash flows or appraised values. The Company impaired $ 0 0 Impairment of Long-Lived Assets Long-lived assets, which include property, plant and equipment and intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Recoverability of long-lived assets to be held and used is measured by comparing the carrying amount of an asset to the estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated undiscounted future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the assets. Fair value is generally determined using the asset’s expected future discounted cash flows or market value, if readily determinable. Based on its review, the Company believes that, as of and for the three months ended March 31, 2022 and for the year ended December 31, 2021, there were no impairment loss of its long-lived assets. Income Taxes The Company accounts for income taxes using the asset and liability approach that requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the Company’s financial statements or tax returns. In estimating future tax consequences, the Company generally considers all expected future events other than enactments of changes in the tax law. For deferred tax assets, management evaluates the probability of realizing the future benefits of such assets. The Company establishes valuation allowances for its deferred tax assets when evidence suggests it is unlikely that the assets will be fully realized. The Company recognizes the tax effects of an uncertain tax position only if it is more likely than not to be sustained based solely on its technical merits as of the reporting date and then only in an amount more likely than not to be sustained upon review by the tax authorities. Income tax positions that previously failed to meet the more likely than not threshold are recognized in the first subsequent financial reporting period in which that threshold is met. Previously recognized tax positions that no longer meet the more likely than not threshold are derecognized in the first subsequent financial reporting period in which that threshold is no longer met. The Company classifies potential accrued interest and penalties related to unrecognized tax benefits within the accompanying consolidated statements of operations and comprehensive income (loss) as income tax expense. Commitments and Contingencies The Company follows subtopic 450-20 of the FASB ASC to report accounting for contingencies. Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein. If the assessment of a contingency indicates it is probable a material loss was incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed. Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon information available at this time that these matters will have a material adverse effect on the Company’s financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows. Basic Loss Per Share Under the provisions of ASC 260, “Earnings per Share,” basic loss per common share is computed by dividing net loss available to common shareholders by the weighted average number of shares of common stock outstanding for the periods presented. Diluted net loss per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that would then share in the income of the Company, subject to anti-dilution limitations. Potential common shares consist of the convertible promissory notes payable as of March 31, 2022 and December 31, 2021. As of March 31, 2022 and December 31, 2021, there were approximately 79,893,858 8,936,529 165,077 165,077 The table below presents the computation of basic and diluted earnings per share for the three months ended March 31, 2022 and 2021: SCHEDULE OF COMPUTATION OF BASIC AND DILUTED EARNING PER SHARE For the For the Numerator: Net loss $ (3,498,152 ) $ (5,798,578 ) Denominator: Weighted average common shares outstanding—basic 108,753,763 93,330,191 Dilutive common stock equivalents - - Weighted average common shares outstanding—diluted 108,753,763 93,330,191 Net loss per share: Basic $ (0.03 ) $ (0.06 ) Diluted $ (0.03 ) $ (0.06 ) Concentration of Credit Risk Financial instruments that potentially subject the Company to credit risk consist primarily of accounts receivable. The Company does not require collateral or other security to support these receivables. The Company conducts periodic reviews of the financial condition and payment practices of its customers to minimize collection risk on accounts receivable. Stock-based Compensation Stock- based compensation cost to employees is measured at the date of grant, based on the calculated fair value of the stock-based award, and will be recognized as expense over the employee’s requisite service period (generally the vesting period of the award) under ASC 718. Share-based compensation awards issued to non-employees for services rendered are recorded at either the fair value of the services rendered or the fair value of the share-based payment, whichever is more readily determinable. Fair Value of Financial Instruments FASB ASC 820, Fair Value Measurement Fair Value Measurements The Company applies the provisions of ASC 820-10, Fair Value Measurements and Disclosures. ● Level 1 inputs to the valuation methodology are quoted prices for identical assets or liabilities in active markets. ● Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. ● Level 3 inputs to the valuation methodology are unobservable and significant to the fair value measurement. Cash, accounts receivable, accounts payable, and accrued expenses and deferred revenue Convertible notes payable The Company uses Level 3 inputs for its valuation methodology for the derivative liabilities as their fair values were determined by using the binomial option-pricing model based on various assumptions. The Company’s derivative liabilities are adjusted to reflect fair value at each period end, with any increase or decrease in the fair value being recorded in results of operations as adjustments to fair value of derivatives. The following table presents the Company’s assets and liabilities required to be reflected within the fair value hierarchy as of March 31, 2022 and December 31, 2021. SCHEDULE OF ASSETS AND LIABILITIES UNDER FAIR VALUE HIERARCHY Fair Value Fair Value Measurements at As of March 31, 2022 Description March 31, 2022 Using Fair Value Hierarchy Level 1 Level 2 Level 3 Derivative liability $ 983,630 $ - $ - $ 983,630 Total $ 983,630 $ - $ - $ 983,630 Fair Value Fair Value Measurements at As of December 31, 2021 Description December 31, 2021 Using Fair Value Hierarchy Level 1 Level 2 Level 3 Derivative liability $ 513,959 $ - $ - $ 513,959 Total $ 513,959 $ - $ - $ 513,959 Derivative instruments The fair value of derivative instruments is recorded and shown separately under liabilities. Changes in the fair value of derivatives liability are recorded in the consolidated statement of operations under other (income) expense. Our Company evaluates all of its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives under ASC 815. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the consolidated statements of operations. For stock-based derivative financial instruments, the Company uses binomial option-pricing model to value the derivative instruments at inception and on subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date. Beneficial Conversion Features If a conversion feature did not meet the definition of derivative liability under ASC 815, the Company evaluates the conversion feature for a beneficial conversion feature. The effective conversion price was compared to the market price on the date of the note. If the effective conversion price was less than the market value of underlying common stock at the inception of the convertible promissory note, the Company recorded the difference as debt discounts and amortized over the life of the notes using the effective interest method. Related Parties The Company follows subtopic 850-10 of the FASB ASC for the identification of related parties and disclosure of related party transactions. Pursuant to Section 850-10-20 related parties include: a. affiliates of the Company; b. entities for which investments in their equity securities would be required, absent the election of the FV option under the FV Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity; c. trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; d. principal owners of the Company; e. management of the Company; f. other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g. other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests. New Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). ASU 2016-13 requires companies to measure credit losses utilizing a methodology that reflects expected credit losses and requires a consideration of a broader range of reasonable and supportable information to inform credit loss estimates. ASU 2016-13 is effective for fiscal years beginning after December 15, 2022, including those interim periods within those fiscal years. We do not expect the adoption of this guidance have a material impact on its consolidated financial statements. On October 1, 2020, we early adopted ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (ASU 2019-12), which simplifies the accounting for income taxes. This guidance was effective beginning January 1, 2021, with early adoption permitted. The adoption of this new standard did not have a material impact on our consolidated financial statements. In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (ASU 2020-06), which simplifies the accounting for convertible instruments by reducing the number of accounting models available for convertible debt instruments. This guidance also eliminates the treasury stock method to calculate diluted earnings per share for convertible instruments and requires the use of the if-converted method. This guidance will be effective for us in the first quarter of 2022 on a full or modified retrospective basis, with early adoption permitted. The Company is currently evaluating the timing, method of adoption and overall impact of this standard on its consolidated financial statements. | NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of presentation These consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) and include all adjustments necessary for the fair presentation of the Company’s financial position for the periods presented. Principles of Consolidation The consolidated financial statements include the financial statements of the Company and its subsidiaries. All significant inter-company transactions and balances have been eliminated in consolidation. Use of Estimates In preparing the consolidated financial statements in conformity with U.S. GAAP, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the dates of the consolidated financial statements, as well as the reported amounts of revenues and expenses during the reporting period. Significant estimates and assumptions made by management include, but are not limited to, revenue recognition, the allowance for bad debt, useful life of fixed assets, income taxes and unrecognized tax benefits, valuation allowance for deferred tax assets, and assumptions used in assessing impairment of long-lived assets. Actual results could differ from those estimates. Reverse Merger Accounting The Merger was accounted for as a reverse-merger and recapitalization in accordance with accounting principles generally accepted in the United States of America (“GAAP”). WOHG was the acquirer for financial reporting purposes and Clubhouse Media Group, Inc. was the acquired company. Consequently, the assets and liabilities and the operations that are reflected in the historical financial statements prior to the Merger will be those of WOHG and will be recorded at the historical cost basis of WOHG since its inception on January 2, 2020. The consolidated financial statements after completion of the Merger include the assets and liabilities of the Company and WOHG, historical operations of WOHG since its inception on January 2, 2020 to the closing date of the merger, and operations of the Company from the closing date of the Merger. Common stock and the corresponding capital amounts of the Company pre-merger have been retroactively restated as capital stock shares reflecting the exchange ratio in the Merger. In conjunction with the Merger, WOHG received no cash and assumed no liabilities from Clubhouse Media Group, Inc. All members of the Company’s executive management are from WOHG. Business Combination The Company applies the provisions of the Financial Accounting Standards Board’s (the “FASB”) Accounting Standards Codification (“ASC”) 805, Business Combinations, in accounting for its acquisitions. It requires the Company to recognize separately from goodwill the assets acquired and the liabilities assumed, at the acquisition date fair values. Goodwill as of the acquisition date is measured as the excess of consideration transferred over the acquisition date fair values of the net assets acquired and the liabilities assumed. While the Company uses its best estimates and assumptions to accurately value assets acquired and liabilities assumed at the acquisition date as well as contingent consideration, where applicable, its estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, which may be up to one year from the acquisition date, the Company records adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. Upon the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to the consolidated statements of operations. Cash and Cash Equivalents Cash equivalents consist of highly liquid investments with maturities of three months or less when purchased. Cash and cash equivalents are on deposit with financial institutions without any restrictions. The Company maintains its cash with high credit quality financial institutions; at times, such balances with any one financial institution may exceed Federal Deposit Insurance Corporation (“FDIC”) insured limits. Advertising Advertising costs are expensed when incurred and are included in selling, general, and administrative expense in the accompanying consolidated statements of operations. We incurred advertising expenses of $ 118,697 27,810 Accounts Receivable The Company’s accounts receivable arises from providing services. The Company does not adjust its receivables for the effects of a significant financing component at contract inception if it expects to collect the receivables in one year or less from the time of sale. The Company does not expect to collect receivables greater than one year from the time of sale. The Company’s policy is to maintain an allowance for potential credit losses on accounts receivable. Management reviews the composition of accounts receivable and analyzes historical bad debts, customer concentrations, customer credit worthiness, current economic trends and changes in customer payment patterns to evaluate the adequacy of these reserves. Amounts determined to be uncollectible are charged or written-off against the reserve. As of December 31, 2021 and 2020, there were $ 0 0 Property and equipment, net Plant and equipment are stated at cost less accumulated depreciation and impairment. Depreciation of property, plant and equipment and are calculated on the straight-line method over their estimated useful lives or lease terms generally as follows: SCHEDULE OF PROPERTY AND EQUIPMENT, NET ESTIMATED USEFUL LIVES Classification Useful Life Equipment 3 Lease On January 2, 2020, the Company adopted ASC Topic 842, Leases, or ASC 842, using the modified retrospective transition method with a cumulative effect adjustment to accumulated deficit as of January 1, 2019, and accordingly, modified its policy on accounting for leases as stated below. As described under “Recently Adopted Accounting Pronouncements,” below, the primary impact of adopting ASC 842 for the Company was the recognition in the consolidated balance sheet of certain lease-related assets and liabilities for operating leases with terms longer than 12 months. The Company elected to use the short-term exception and does not record assets/liabilities for short term leases as of December 31, 2021 and 2020. The Company’s leases primarily consist of facility leases which are classified as operating leases. The Company assesses whether an arrangement contains a lease at inception. The Company recognizes a lease liability to make contractual payments under all leases with terms greater than twelve months and a corresponding right-of-use asset, representing its right to use the underlying asset for the lease term. The lease liability is initially measured at the present value of the lease payments over the lease term using the collateralized incremental borrowing rate since the implicit rate is unknown. Options to extend or terminate a lease are included in the lease term when it is reasonably certain that the Company will exercise such an option. The right-of-use asset is initially measured as the contractual lease liability plus any initial direct costs and prepaid lease payments made, less any lease incentives. Lease expense is recognized on a straight-line basis over the lease term. Leased right-of-use assets are subject to impairment testing as a long-lived asset at the asset-group level. The Company monitors its long-lived assets for indicators of impairment. As the Company’s leased right-of-use assets primarily relate to facility leases, early abandonment of all or part of facility as part of a restructuring plan is typically an indicator of impairment. If impairment indicators are present, the Company tests whether the carrying amount of the leased right-of-use asset is recoverable including consideration of sublease income, and if not recoverable, measures impairment loss for the right-of-use asset or asset group. Revenue Recognition In May 2014 the FASB issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606), which supersedes all existing revenue recognition requirements, including most industry specific guidance. This new standard requires a company to recognize revenues when it transfers goods or services to customers in an amount that reflects the consideration that the company expects to receive for those goods or services. The FASB subsequently issued the following amendments to ASU No. 2014-09 that have the same effective date and transition date: ASU No. 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations; ASU No. 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing; ASU No. 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients; and ASU No. 2016-20, Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers. The Company adopted these amendments with ASU 2014-09 (collectively, the new revenue standards). Under the new revenue standards, the Company recognizes revenues when its customer obtains control of promised goods or services, in an amount that reflects the consideration which it expects to receive in exchange for those goods. The Company recognizes revenues following the five step model prescribed under ASU No. 2014-09: (i) identify contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenues when (or as) we satisfy the performance obligation. The Company recognized revenue from providing temporary and permanent staffing solutions and sale of consumer products. Managed Services Revenue The Company generates revenue from its managed services when a marketer (typically a brand, agency or partner) pays the Company to provide custom content, influencer marketing, amplification or other campaign management services (“Managed Services”). The Company maintains separate arrangements with each marketer and content creator either in the form of a master agreement or terms of service, which specify the terms of the relationship and access to its platforms, or by statement of work, which specifies the price and the services to be performed, along with other terms. The transaction price is determined based on the fixed fee stated in the statement of work and does not contain variable consideration. Marketers who contract with the Company to manage their advertising campaigns or custom content requests may prepay for services or request credit terms. The agreement typically provides for either a non-refundable deposit, or a cancellation fee if the agreement is canceled by the customer prior to completion of services. Billings in advance of completed services are recorded as a contract liability until earned. The Company assesses collectability based on a number of factors, including the creditworthiness of the customer and payment and transaction history. For Managed Services Revenue, the Company enters into an agreement to provide services that may include multiple distinct performance obligations in the form of: (i) an integrated marketing campaign to provide influencer marketing services, which may include the provision of blogs, tweets, photos or videos shared through social network offerings and content promotion, such as click-through advertisements appearing in websites and social media channels; and (ii) custom content items, such as a research or news article, informational material or videos. Marketers typically purchase influencer marketing services for the purpose of providing public awareness or advertising buzz regarding the marketer’s brand and they purchase custom content for internal and external use. The Company may provide one type or a combination of all types of these performance obligations on a statement of work for a lump sum fee. Revenue is accounted for when the performance obligation has been satisfied depending on the type of service provided. The Company views its obligation to deliver influencer marketing services, including management services, as a single performance obligation that is satisfied at the time the customer receives the benefits from the services. Based on the Company’s evaluations, revenue from Managed Services is reported on a gross basis because the Company has the primary obligation to fulfill the performance obligations and it creates, reviews and controls the services. The Company takes on the risk of payment to any third-party creators and it establishes the contract price directly with its customers based on the services requested in the statement of work. The contract liabilities as of December 31, 2021 and 2020 were $ 337,500 73,648 Subscription-Based Revenue The Company recognizes subscription-based revenue through Honeydrip.com, its social media website, which allows customers to visit the creator’s personal page over the contract period without taking possession of the products or deliverables. Customers incur costs on either a subscription or consumption basis. Revenue provided on a subscription basis is recognized ratably over the contract period and revenue provided on a consumption basis is recognized when the subscriber paid and received their access to the content. The Company reported the subscription-based revenue at net basis since the Company is acting as an agent solely arranging for the third-party creator or influencer to provide the services directly to the self-service customer through the platform or by posting the requested content. Software Development Costs We apply ASC 350-40, Intangibles—Goodwill and Other—Internal Use Software, in review of certain system projects. These system projects generally relate to software we do not intend to sell or otherwise market. In addition, we apply this guidance to our review of development projects related to software used exclusively for our SaaS subscription offerings. In these reviews, all costs incurred during the preliminary project stages are expensed as incurred. Once the projects have been committed to and it is probable that the projects will meet functional requirements, costs are capitalized. These capitalized software costs are amortized on a project-by-project basis over the expected economic life of the underlying product on a straight-line basis, which is five years. Amortization commences when the software is available for its intended use. Amounts capitalized related to development of internal use software are included in property and equipment, net, on our Consolidated Balance sheets and related depreciation is recorded as a component of amortization of intangible assets and depreciation in our consolidated statements of operations. During the year ended December 31, 2021 and for the period from January 2, 2020 (inception) to December 31, 2020, we capitalized approximately $ 390,936 0 10,791 0 458,033 0 Goodwill Impairment We test goodwill at least annually for impairment at the reporting unit level. We recognize an impairment charge if the carrying amount of a reporting unit exceeds its fair value. When a portion of a reporting unit is disposed, goodwill is allocated to the gain or loss on disposition based on the relative fair values of the business or businesses disposed and the portion of the reporting unit that will be retained. For other intangible assets that are not deemed indefinite-lived, cost is generally amortized on a straight-line basis over the asset’s estimated economic life, except for individually significant customer-related intangible assets that are amortized in relation to total related sales. Amortizable intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the related carrying amounts may not be recoverable. In these circumstances, they are tested for impairment based on undiscounted cash flows and, if impaired, written down to estimated fair value based on either discounted cash flows or appraised values. The Company impaired $ 0 240,000 Impairment of Long-Lived Assets Long-lived assets, which include property, plant and equipment and intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Recoverability of long-lived assets to be held and used is measured by comparing the carrying amount of an asset to the estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated undiscounted future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the assets. Fair value is generally determined using the asset’s expected future discounted cash flows or market value, if readily determinable. Based on its review, the Company believes that, as of and for the year ended December 31, 2021 and for the period from January 2, 2020 (inception) to December 31, 2020, there were no Income Taxes The Company accounts for income taxes using the asset and liability approach that requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the Company’s financial statements or tax returns. In estimating future tax consequences, the Company generally considers all expected future events other than enactments of changes in the tax law. For deferred tax assets, management evaluates the probability of realizing the future benefits of such assets. The Company establishes valuation allowances for its deferred tax assets when evidence suggests it is unlikely that the assets will be fully realized. The Company recognizes the tax effects of an uncertain tax position only if it is more likely than not to be sustained based solely on its technical merits as of the reporting date and then only in an amount more likely than not to be sustained upon review by the tax authorities. Income tax positions that previously failed to meet the more likely than not threshold are recognized in the first subsequent financial reporting period in which that threshold is met. Previously recognized tax positions that no longer meet the more likely than not threshold are derecognized in the first subsequent financial reporting period in which that threshold is no longer met. The Company classifies potential accrued interest and penalties related to unrecognized tax benefits within the accompanying consolidated statements of operations and comprehensive income (loss) as income tax expense. Commitments and Contingencies The Company follows subtopic 450-20 of the FASB ASC to report accounting for contingencies. Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein. If the assessment of a contingency indicates it is probable a material loss was incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed. Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon information available at this time that these matters will have a material adverse effect on the Company’s financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows. Basic Income (Loss) Per Share Under the provisions of ASC 260, “Earnings per Share,” basic loss per common share is computed by dividing net loss available to common shareholders by the weighted average number of shares of common stock outstanding for the periods presented. Diluted net loss per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that would then share in the income of the Company, subject to anti-dilution limitations. Potential common shares consist of the convertible promissory notes payable as of December 31, 2021 and December 31, 2020. As of December 31, 2021 and December 31, 2020, there were approximately 8,936,529 127,922 165,077 0 The table below presents the computation of basic and diluted earnings per share for the year ended December 31, 2021 and for the period from January 2, 2020 (inception) to December 31, 2020: SCHEDULE OF COMPUTATION OF BASIC AND DILUTED EARNING PER SHARE For the year ended December 31, 2021 For the period from January 2, 2020 (inception) to December 31, 2020 Numerator: Net loss $ (22,245,656 ) $ (2,577,721 ) Denominator: Weighted average common shares outstanding—basic 95,150,297 52,099,680 Dilutive common stock equivalents - - Weighted average common shares outstanding—diluted 95,150,297 52,099,680 Net loss per share: Basic $ (0.23 ) $ (0.05 ) Diluted $ (0.23 ) $ (0.05 ) Concentration of Credit Risk Financial instruments that potentially subject the Company to credit risk consist primarily of accounts receivable. The Company does not require collateral or other security to support these receivables. The Company conducts periodic reviews of the financial condition and payment practices of its customers to minimize collection risk on accounts receivable. The Tinderblog and Reinman Agency accounted for 59 % and 0 % of the Company’s sales for the year ended December 31, 2021 and 2020, respectively. Accounts receivable from this one customer was $ 125,000 and $ 0 as of December 31, 2021 and 2020, respectively. Stock based Compensation Stock based compensation cost to employees is measured at the date of grant, based on the calculated fair value of the stock-based award, and will be recognized as expense over the employee’s requisite service period (generally the vesting period of the award) under ASC 718. Share-based compensation awards issued to non-employees for services rendered are recorded at either the fair value of the services rendered or the fair value of the share-based payment, whichever is more readily determinable. Fair Value of Financial Instruments FASB ASC 820, Fair Value Measurement Fair Value Measurements The Company applies the provisions of ASC 820-10, Fair Value Measurements and Disclosures. ● Level 1 inputs to the valuation methodology are quoted prices for identical assets or liabilities in active markets. ● Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. ● Level 3 inputs to the valuation methodology are unobservable and significant to the fair value measurement. Cash, accounts receivable, accounts payable, and accrued expenses and deferred revenue Convertible notes payable The Company uses Level 3 inputs for its valuation methodology for the derivative liabilities as their fair values were determined by using the binomial option-pricing model based on various assumptions. The Company’s derivative liabilities are adjusted to reflect fair value at each period end, with any increase or decrease in the fair value being recorded in results of operations as adjustments to fair value of derivatives. The following table presents the Company’s assets and liabilities required to be reflected within the fair value hierarchy as of December 31 30, 2021 and December 31, 2020. SCHEDULE OF ASSETS AND LIABILITIES UNDER FAIR VALUE HIERARCHY Fair Value Fair Value Measurements at December 31, December 31, 2021 Description 2021 Using Fair Value Hierarchy Level 1 Level 2 Level 3 Derivative liability $ 513,959 $ - $ - $ 513,959 Total $ 513,959 $ - $ - $ 513,959 Fair Value Fair Value Measurements at December 31, December 31, 2020 Description 2020 Using Fair Value Hierarchy Level 1 Level 2 Level 3 Derivative liability $ 304,490 $ - $ - $ 304,490 Total $ 304,490 $ - $ - $ 304,490 Derivative instruments The fair value of derivative instruments is recorded and shown separately under liabilities. Changes in the fair value of derivatives liability are recorded in the consolidated statement of operations under other (income) expense. Our Company evaluates all of its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives under ASC 815. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the consolidated statements of operations. For stock-based derivative financial instruments, the Company uses binomial option-pricing model to value the derivative instruments at inception and on subsequent valuation dates . The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date. Beneficial Conversion Features If a conversion features did not meet the definition of derivative liability under ASC 815, the Company evaluates the conversion feature for a beneficial conversion feature. The effective conversion price was compared to the market price on the date of the note. If the effective conversion price was less than the market value of underlying common stock at the inception of the convertible promissory note, the Company recorded the difference as debt discounts and amortized over the life of the notes using the effective interest method. Related Parties The Company follows subtopic 850-10 of the FASB ASC for the identification of related parties and disclosure of related party transactions. Pursuant to Section 850-10-20 related parties include: a. affiliates of the Company; b. entities for which investments in their equity securities would be required, absent the election of the FV option under the FV Option Subsection of Section 825– 10–15, to be accounted for by the equity method by the investing entity; c. trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; d. principal owners of the Company; e. management of the Company; f. other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g. other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests. New Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). ASU 2016-13 requires companies to measure credit losses utilizing a methodology that reflects expected credit losses and requires a consideration of a broader range of reasonable and supportable information to inform credit loss estimates. ASU 2016-13 is effective for fiscal years beginning after December 15, 2022, including those interim periods within those fiscal years. We do not expect the adoption of this guidance have a material impact on its consolidated financial statements. On October 1, 2020, we early adopted ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (ASU 2019-12), which simplifies the accounting for income taxes. This guidance was effective beginning January 1, 2021, with early adoption permitted. The adoption of this new standard did not have a material impact on our consolidated financial statements. In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (ASU 2020-06), which simplifies the accounting for convertible instruments by reducing the number of accounting models available for convertible debt instruments. This guidance also eliminates the treasury stock method to calculate diluted earnings per share for convertible instruments and requires the use of the if-converted method. This guidance will be effective for us in the first quarter of 2022 on a full or modified retrospective basis, with early adoption permitted. The Company is currently evaluating the timing, method of adoption and overall impact of this standard on its consolidated financial statements. |
GOING CONCERN
GOING CONCERN | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
GOING CONCERN | NOTE 3 – GOING CONCERN The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business. As reflected in the accompanying financial statements, the Company had a net loss of $ 3,498,152 for the three months ended March 31, 2022, negative working capital of $ 10,595,819 as of March 31, 2022, and stockholders’ deficit of $ 11,253,058 . These factors among others raise substantial doubt about the Company’s ability to continue as a going concern. While the Company is attempting to generate additional revenues, the Company’s cash position may not be significant enough to support the Company’s daily operations. Management intends to raise additional funds by way of a public or private offering. Management believes that the actions presently being taken to further implement its business plan and generate revenues provide the opportunity for the Company to continue as a going concern. While the Company believes in the viability of its strategy to generate revenues and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan and generate revenues. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. | NOTE 3 – GOING CONCERN The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business. As reflected in the accompanying financial statements, the Company had a net loss of $ 22,245,656 8,288,629 9,149,864 While the Company is attempting to generate additional revenues, the Company’s cash position may not be significant enough to support the Company’s daily operations. Management intends to raise additional funds by way of a public or private offering. Management believes that the actions presently being taken to further implement its business plan and generate revenues provide the opportunity for the Company to continue as a going concern. While the Company believes in the viability of its strategy to generate revenues and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan and generate revenues. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. |
BUSINESS COMBINATIONS
BUSINESS COMBINATIONS | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | ||
BUSINESS COMBINATIONS | NOTE 4 – BUSINESS COMBINATIONS Acquisition of Magiclytics On February 3, 2021, the Company entered into an Amended and Restated Share Exchange Agreement (the “A&R Share Exchange Agreement”) by and between the Company, Digital Influence Inc., a Wyoming corporation doing business as Magiclytics (“Magiclytics”), each of the shareholders of Magiclytics (the “Magiclytics Shareholders”) and Christian Young, as the representative of the Magiclytics Shareholders (the “Shareholders’ Representative”). Christian Young is the President, Secretary, and a Director of the Company, and is also an officer, director, and significant shareholder of Magiclytics. The A&R Share Exchange Agreement amended and restated in its entirety the previous Share Exchange Agreement between the same parties, which was executed on December 3, 2020. The A&R Share Exchange Agreement replaces the Share Exchange Agreement in its entirety. On February 3, 2021 (the “Magiclytics Closing Date”), the parties closed on the transactions contemplated in the A&R Share Exchange Agreement, and the Company agreed to issue 734,689 5,000 At the Magiclytics Closing, we agreed to issue to Christian Young and Wilfred Man each 330,610 45 90 The number of shares of the Company common stock issued at the Magiclytics Closing was based on the fair market value of the Company common stock as initially agreed to by the parties, which is $ 4.76 (1) $ 3,500,000 (2) 734,689 The resulting number of shares of the Company common stock pursuant to the above calculation will be referred to as the “Additional Shares”, and such Additional Shares will also be issued to the Magiclytics Shareholders pro rata based on their respective ownership of Magiclytics Shares. The Company issued additional 140,311 4 (iv) Upon the first to occur of (i) Magiclytics actually receiving an additional $ 500,000 393,750 Following the Tranche 4 Satisfaction Date, at the end of each 12 month period following such date while the Consulting Agreement is still in effect, the Company will issue to Mr. Young a number of shares of Company Common Stock equal to (i) 4.5% Immediately prior to closing of the Agreement, Chris Young was the President and Director of the Company, and was the Chief Executive Officer, a Director, and a principal shareholder of 45% of outstanding capital stock of Magiclytics at the time of the share exchange. As a result of the common ownership upon closing of the transaction, the acquisition was considered a common-control transaction and was outside the scope of the business combination guidance in ASC 805-10. The entities are deemed to be under common control as of February 27, 2018, which was the date that the majority shareholder acquired control of the Company and, therefore, held control over both companies. The Company recorded the consideration issued to purchase Magiclytics based on the carrying value of the net assets received and $ 97,761 related party payables assumed per the acquisition agreement as of February 3, 2021 of $( 60,697 ). The financial statements as of December 31, 2021 were adjusted as if the acquisition happened at the beginning of the year as of January 1, 2021. Acquisition Consideration The following table summarizes the carrying value of purchase price consideration to acquire Magiclytics: SCHEDULE OF PURCHASE PRICE CONSIDERATION Description Amount Carrying value of purchase consideration: Common stock issued $ (60,697 ) Total purchase price $ (60,697 ) Purchase Price Allocation The following is an allocation of purchase price as of the February 3, 2021 acquisition closing date based upon an estimate of the carrying value of the assets acquired and the liabilities assumed by the Company in the acquisition (in thousands): SCHEDULE OF CARRYING VALUE OF ASSETS ACQUIRED AND LIABILITIES ASSUMED Description Amount Purchase price allocation: Cash $ 76 Intangibles 77,889 Related party payable (97,761 ) AP and accrued liabilities (40,901 ) Identifiable net assets acquired (60,697 ) Total purchase price $ (60,697 ) | NOTE 4 – BUSINESS COMBINATIONS Acquisition of Magiclytics On February 3, 2021, the Company entered into an Amended and Restated Share Exchange Agreement (the “A&R Share Exchange Agreement”) by and between the Company, Digital Influence Inc., a Wyoming corporation doing business as Magiclytics (“Magiclytics”), each of the shareholders of Magiclytics (the “Magiclytics Shareholders”) and Christian Young, as the representative of the Magiclytics Shareholders (the “Shareholders’ Representative”). Christian Young is the President, Secretary, and a Director of the Company, and is also an officer, director, and significant shareholder of Magiclytics. The A&R Share Exchange Agreement amended and restated in its entirety the previous Share Exchange Agreement between the same parties, which was executed on December 3, 2020. The A&R Share Exchange Agreement replaces the Share Exchange Agreement in its entirety. On February 3, 2021 (the “Magiclytics Closing Date”), the parties closed on the transactions contemplated in the A&R Share Exchange Agreement, and the Company agreed to issue 734,689 5,000 At the Magiclytics Closing, we agreed to issue to Christian Young and Wilfred Man each 330,610 45 90 The number of shares of the Company common stock issued at the Magiclytics Closing was based on the fair market value of the Company common stock as initially agreed to by the parties, which is $4.76 per share (the “Base Value”). The fair market value was determined based on the volume weighted average closing price of the Company common stock for the twenty (20) trading day period immediately prior to the Magiclytics, (1) $ 3,500,000 (2) 734,689 The resulting number of shares of the Company common stock pursuant to the above calculation will be referred to as the “Additional Shares”, and such Additional Shares will also be issued to the Magiclytics Shareholders pro rata based on their respective ownership of Magiclytics Shares. The Company issued additional 140,311 shares in November 2021 based on the offering price of $4 in the Regulation A offering. (iv) Upon the first to occur of (i) Magiclytics actually receiving an additional $ 500,000 393,750 Following the Tranche 4 Satisfaction Date, at the end of each 12 month period following such date while the Consulting Agreement is still in effect, the Company will issue to Mr. Young a number of shares of Company Common Stock equal to (i) 4.5% of the Net Income (as defined below) of Magiclytics during such 12 month period divided by (ii) the VWAP as of the last date of such 12 month period. Immediately prior to closing of the Agreement, Chris Young is the President and Director of the Company, and was the Chief Executive Officer, a Director, and a principal shareholder of 45% of outstanding capital stock of Magiclytics at the time of the share exchange. As a result of the common ownership upon closing of the transaction, the acquisition was considered a common-control transaction and was outside the scope of the business combination guidance in ASC 805-10. The entities are deemed to be under common control as of February 27, 2018, which was the date that the majority shareholder acquired control of the Company and, therefore, held control over both companies. The Company recorded the consideration issued to purchase Magiclytics based on the carrying value of the net assets received and $ 97,761 60,697 Acquisition Consideration The following table summarizes the carrying value of purchase price consideration to acquire Magiclytics: SCHEDULE OF PURCHASE PRICE CONSIDERATION Description Amount Carrying value of purchase consideration: Common stock issued $ (60,697 ) Total purchase price $ (60,697 ) Purchase Price Allocation The following is an allocation of purchase price as of the February 3, 2021 acquisition closing date based upon an estimate of the carrying value of the assets acquired and the liabilities assumed by the Company in the acquisition (in thousands): SCHEDULE OF CARRYING VALUE OF ASSETS ACQUIRED AND LIABILITIES ASSUMED Description Amount Purchase price allocation: Cash $ 76 Intangibles 77,889 Related party payable (97,761 ) AP and accrued liabilities (40,901 ) Identifiable net assets acquired (60,697 ) Total purchase price $ (60,697 ) |
PREPAID EXPENSE
PREPAID EXPENSE | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Prepaid Expense | ||
PREPAID EXPENSE | NOTE 5 – PREPAID EXPENSE As of March 31, 2022 and December 31, 2021, the Company has prepaid expense of $ 54,000 and $ 449,954 , respectively. The prepaid expense mainly consisted of prepaid stock compensation to consultants and employees of $ 54,000 . | NOTE 5 – PREPAID EXPENSE As of December 31, 2021 and 2020, the Company has prepaid expense of $ 449,954 0 295,000 154,954 |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||
PROPERTY AND EQUIPMENT | NOTE 6 – PROPERTY AND EQUIPMENT Fixed assets, net consisted of the following: SCHEDULE OF FIXED ASSETS, NET March 31, December 31, Estimated Equipment $ 113,638 $ 113,638 3 Less: accumulated depreciation and amortization (54,500 ) (45,987 ) Property, plant, and equipment, net $ 59,138 $ 67,651 Depreciation expense were $ 8,513 and $ 6,935 for the three months ended March 31, 2022 and March 31, 2021, respectively. | NOTE 6 – PROPERTY AND EQUIPMENT Fixed assets, net consisted of the following: SCHEDULE OF FIXED ASSETS, NET December 31, December 31, Estimated Equipment $ 113,638 $ 79,737 3 Less: accumulated depreciation and amortization (45,987 ) (14,945 ) Property, plant, and equipment, net $ 67,651 $ 64,792 Depreciation expense were $ 31,042 14,945 |
INTANGIBLES
INTANGIBLES | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
INTANGIBLES | NOTE 7 – INTANGIBLES As of March 31, 2022 and December 31, 2021, the Company has intangible assets of $ 542,310 458,033 The following table sets forth the Company’s finite-lived intangible assets resulting from business acquisitions and other purchases, which continue to be amortized: SCHEDULE OF FINITE-LIVED INTANGIBLE ASSETS ACQUIRED AS PART OF BUSINESS COMBINATION Weighted Average March 31, 2022 December 31, 2021 Useful Life (in Years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Value Accumulated Amortization Net Carrying Amount Developed technology - Magiclytics 5 $ 275,489 $ 20,005 $ 255,484 $ 184,058 $ 10,791 $ 173,267 Developed technology - Magiclytics - 286,826 - 286,826 284,766 - 284,766 $ 562,315 $ 20,005 $ 542,310 $ 468,824 $ 10,791 $ 458,033 Amortization expense were $ 9,214 and $ 0 for the three months ended March 31, 2022 and 2021, respectively | NOTE 7 – INTANGIBLES As of December 31, 2021 and 2020, the Company has intangible assets of $ 468,824 0 The following table sets forth the Company’s finite-lived intangible assets resulting from business acquisitions and other purchases, which continue to be amortized: SCHEDULE OF FINITE-LIVED INTANGIBLE ASSETS ACQUIRED AS PART OF BUSINESS COMBINATION Weighted Average December 31, 2021 December 31, 2020 Useful Life (in Years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Value Accumulated Amortization Net Carrying Amount Developed technology -Honeydrip 5 $ 184,058 $ 10,791 $ 173,267 $ $ - $ - Developed technology - Magiclytics - 284,766 - 284,766 - - $ 468,824 $ 10,791 $ 458,033 $ - $ $ - Amortization expense were $ 10,791 0 |
ACCOUNTS PAYABLE AND ACCRUED LI
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Payables and Accruals [Abstract] | ||
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | NOTE 8 – ACCOUNTS PAYABLE AND ACCRUED LIABILITIES Accrued liabilities at March 31, 2022 and December 31, 2021 consist of the following: SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES 2022 2021 Accounts payable $ 244,430 $ 429,160 Accrued payroll 715,000 520,000 Accrued interest 681,609 550,285 Other 121,524 121,216 Accounts payable and accrued liabilities $ 1,762,563 $ 1,620,661 | NOTE 9 – ACCOUNTS PAYABLE AND ACCRUED LIABILITIES Accrued liabilities at December 31, 2021 and 2020 consist of the following: SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES 2021 2020 Accounts payable $ 429,160 $ 146,450 Accrued payroll 520,000 - Accrued interest 550,285 - Other 121,216 73,402 Accounts payable and accrued liabilities $ 1,620,661 $ 219,852 |
CONVERTIBLE NOTES PAYABLE
CONVERTIBLE NOTES PAYABLE | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Debt Disclosure [Abstract] | ||
CONVERTIBLE NOTES PAYABLE | NOTE 9 – CONVERTIBLE NOTES PAYABLE Convertible Promissory Note – Scott Hoey On September 10, 2020, the Company entered into a note purchase agreement with Scott Hoey, pursuant to which, on same date, the Company issued a convertible promissory note to Mr. Hoey the aggregate principal amount of $ 7,500 7,500 The Hoey Note had a maturity date of September 10, 2022 8 50 20 On December 8, 2020, the Company issued to Mr. Hoey 10,833 7,500 0.69 Since the conversion price is based on 50 % of the VWAP during the 20 -trading day period immediately prior to the option conversion date, the Company has determined that the conversion feature is considered a derivative liability for the Company, which is detailed in Note 11. The balance of the Hoey Note as of March 31, 2022 and December 31, 2021 was $ 0 0 Convertible Promissory Note – Cary Niu On September 18, 2020, the Company entered into a note purchase agreement with Cary Niu, pursuant to which, on same date, the Company issued a convertible promissory note to Ms. Niu the aggregate principal amount of $ 50,000 50,000 The Niu Note has a maturity date of September 18, 2022 8 30 20 Since the conversion price is based on 30 % of the VWAP during the 20 -trading day period immediately prior to the option conversion date, the Company has determined that the conversion feature is considered a derivative liability for the Company, which is detailed in Note 11. The balance of the Niu Note as of March 31, 2022 and December 31, 2021 was $ 0 50,000 Convertible Promissory Note – Jesus Galen On October 6, 2020, the Company entered into a note purchase agreement with Jesus Galen, pursuant to which, on same date, the Company issued a convertible promissory note to Mr. Galen the aggregate principal amount of $ 30,000 30,000 The Galen Note has a maturity date of October 6, 2022 8 50 20 Since the conversion price is based on 50 % of the VWAP during the 20 -trading day period immediately prior to the option conversion date, the Company has determined that the conversion feature is considered a derivative liability for the Company, which is detailed in Note 11. The balance of the Galen Note as of March 31, 2022 and December 31, 2021 was $ 0 30,000 Convertible Promissory Note – Darren Huynh On October 6, 2020, the Company entered into a note purchase agreement with Darren Huynh, pursuant to which, on same date, the Company issued a convertible promissory note to Mr. Huynh the aggregate principal amount of $ 50,000 50,000 The Huynh Note has a maturity date of October 6, 2022 8 50 20 Since the conversion price is based on 50 % of the VWAP during the 20 -trading day period immediately prior to the option conversion date, the Company has determined that the conversion feature is considered a derivative liability for the Company, which is detailed in Note 11. On December 20, 2021, the Company received conversion notice to issue to Mr. Huyng 375,601 50,000 4,789 0.15 The balance of the Huynh Note as of March 31, 2022 and December 31 2021 was $ 0 0 Convertible Promissory Note – Wayne Wong On October 6, 2020, the Company entered into a note purchase agreement with Wayne Wong, pursuant to which, on same date, the Company issued a convertible promissory note to Mr. Wong the aggregate principal amount of $ 25,000 25,000 The Wong Note has a maturity date of October 6, 2022 8 50 20 Since the conversion price is based on 50 % of the VWAP during the 20 -trading day period immediately prior to the option conversion date, the Company has determined that the conversion feature is considered a derivative liability for the Company, which is detailed in Note 11. On November 8, 2021, the Company issued to Mr. Wong 47,478 shares of Company common stock upon the conversion of the $ 25,000 principal of his convertible promissory note and $ 2,181 accrued interest at a conversion price of $ 0.57 per share. The balance of the Wong Note as of March 31, 2022 and December 31, 2021 was $ 0 0 Convertible Promissory Note – Matthew Singer On January 3, 2021, the Company entered into a note purchase agreement with Matthew Singer, pursuant to which, on same date, the Company issued a convertible promissory note to Mr. Singer the aggregate principal amount of $ 13,000 13,000 The Singer Note had a maturity date of January 3, 2023 8 70 20 Since the conversion price is based on 70 % of the VWAP during the 20 -trading day period immediately prior to the option conversion date, the Company has determined that the conversion feature is considered a derivative liability for the Company, which is detailed in Note 11. On January 26, 2021, the Company issued to Matthew Singer 8,197 13,000 1.59 The balance of the Singer Note as of March 31, 2022 and December 31, 2021 was $ 0 0 Convertible Promissory Note – ProActive Capital SPV I, LLC On January 20, 2021, the Company entered into a securities purchase agreement (the “ProActive Capital SPA”) with ProActive Capital SPV I, LLC, a Delaware limited liability company (“ProActive Capital”), pursuant to which, on same date, the Company (i) issued a convertible promissory note to ProActive Capital the aggregate principal amount of $ 250,000 225,000 25,000 50,000 0.001 10,000 The ProActive Capital Note has a maturity date of January 20, 2022 10 On February 4, 2022, the Company amended the convertible promissory note with ProActive Capital SPV I, LLC and extended the maturity date to September 30, 2022 50,000 300,000 The ProActive Capital Note (and the principal amount and any accrued and unpaid interest) is convertible into shares of Company Common Stock at ProActive Capital’s election at any time following the time that the SEC qualifies the Company’s offering statement related to the Regulation A Offering, at a conversion price equal to 70% of the Regulation A Offering Price of the Company Common Stock in the Regulation A Offering, and is subject to a customary beneficial ownership limitation of 9.99%, which may be waived by ProActive Capital on 61 days’ notice to the Company. The conversion price is subject to customary adjustments for any stock splits, etc. which occur following the determination of the conversion price The $ 25,000 50,000 217,024 The balance of the ProActive Capital Note as of March 31, 2022 and December 31, 2021 was $ 300,000 250,000 Convertible Promissory Note – GS Capital Partners #1 On January 25, 2021, the Company entered into a securities purchase agreement (the “GS Capital #1”) with GS Capital Partners, LLC (“GS Capital”), pursuant to which, on same date, the Company (i) issued a convertible promissory note to GS Capital the aggregate principal amount of $ 288,889 260,000 28,889 50,000 0.001 The GS Capital Note has a maturity date of January 25, 2022 10 The GS Capital Note (and the principal amount and any accrued and unpaid interest) is convertible into shares of Company Common Stock at GS Capital’s election at any time following the time that the SEC qualifies the Company’s offering statement related to the Regulation A Offering, at a conversion price equal to 70% of the Regulation A Offering Price of the Company Common Stock in the Regulation A Offering, and is subject to a customary beneficial ownership limitation of 9.99%, which may be waived by GS Capital on 61 days’ notice to the Company. The conversion price is subject to customary adjustments for any stock splits, etc. which occur following the determination of the conversion price The $ 28,889 50,000 288,889 The entire principal balance and interest were converted into 107,301 0 0 Convertible Promissory Note – New GS Note #1 On November 26, 2021, the Company entered into an Amendment and Restructuring Agreement (the “Restructuring Agreement”) with GS Capital Partners, LLC to replacement GS Capital #1 as disclosed above. GS Capital sold to the Company, and the Company redeemed from GS Capital, the 107,301 300,445 The New GS Note #1 has a maturity date of May 31, 2022 10 The New GS Note #1 provides GS Capital with conversion rights to convert all or any part of the outstanding and unpaid principal amount of the New Note from time to time into fully paid and non-assessable shares of the Company’s common stock, at a conversion price of $1.00, subject to adjustment as provided in the New Note and subject to a 9.99% equity blocker The New GS Note #1 contains customary events of default, including, but not limited to, failure to pay principal or interest on the New Note when due. If an event of default occurs and continues uncured, GS Capital may declare all or any portion of the then outstanding principal amount of the New Note, together with all accrued and unpaid interest thereon, due and payable, and the New Note will thereupon become immediately due and payable. The balance of the New GS Note #1 as of March 31, 2022 and December 31, 2021 was $ 300,445 300,445 Convertible Promissory Note – GS Capital Partners #2 On February 19, 2021, the Company entered into another securities purchase agreement with GS Capital (the “GS Capital #2”), pursuant to which, on same date, the Company issued a convertible promissory note (the “GS Capital #2 Note”) to GS Capital the aggregate principal amount of $ 577,778 520,000 57,778 100,000 0.001 100 0.001 10,000 The GS Capital #2 Note has a maturity date of February 19, 2022 10 The GS Capital #2 Note (and the principal amount and any accrued and unpaid interest) is convertible into shares of the Company Common Stock at GS Capital’s election at any time following the time that the Securities and Exchange Commission (“SEC”) qualifies the Company’s offering statement related to the Company’s planned offering of Company Common Stock pursuant to Regulation A under the Securities Act of 1933, as amended (the “Regulation A Offering”). At such time, the GS Capital #2 Note (and the principal amount and any accrued and unpaid interest) will be convertible at a conversion price equal to 70% of the initial offering price of the Company Common Stock in the Regulation A Offering, subject to a customary beneficial ownership limitation of 9.99%, which may be waived by GS Capital on 61 days’ notice to the Company. The conversion price is subject to customary adjustments for any stock splits, etc. which occur following the determination of the conversion price. The $ 57,778 100,000 577,778 GS Capital converted $ 96,484 and $ 3,515 accrued interest in the quarter ended June 30, 2021. The balance of the GS Capital #2 Note as of September 30, 2021 and December 31, 2020 was $ 481,294 and $ 0 , respectively. The shares have not been issued as of September 30, 2021. On November 26, 2021, the Company entered into an Amendment and Restructuring Agreement (the “Restructuring Agreement”) with GS Capital Partners, LLC to cancel the conversion exercised in the quarter ended June 30, 2021 and extended the maturity date to August 19, 2022 The balance of the GS Capital #2 Note as of March 31, 2022 and December 31, 2021 was $ 559,659 577,778 Convertible Promissory Note – GS Capital Partners #3 On March 16, 2021, the Company entered into another securities purchase agreement with GS Capital (the “GS Capital #3”), pursuant to which, on same date, the Company issued a convertible promissory note (the “GS Capital #3 Note”) to GS Capital the aggregate principal amount of $ 577,778 520,000 57,778 100,000 0.001 100 0.001 10,000 The GS Capital #3 Note has a maturity date of March 22, 2022 10 The GS Capital #3 Note (and the principal amount and any accrued and unpaid interest) is convertible into shares of the Company Common Stock at GS Capital’s election at any time following the time that the SEC qualifies the Company’s offering statement related to the Company’s planned Regulation A Offering. At such time, the GS Capital #3 Note (and the principal amount and any accrued and unpaid interest) will be convertible at a conversion price equal to 70% of the initial offering price of the Company Common Stock in the Regulation A Offering, subject to a customary beneficial ownership limitation of 9.99%, which may be waived by GS Capital on 61 days’ notice to the Company. The conversion price is subject to customary adjustments for any stock splits, etc. which occur following the determination of the conversion price The $ 57,778 100,000 577,778 On November 26, 2021, the Company entered into an Amendment and Restructuring Agreement (the “Restructuring Agreement”) with GS Capital Partners, LLC to extend the maturity to September 22, 2022. The balance of the GS Capital #3 Note as of March 31, 2022 and December 31, 2021 was $ 577,778 577,778 Convertible Promissory Note – GS Capital Partners #4 On April 1, 2021, the Company entered into another securities purchase agreement with GS Capital (the “GS Capital #4”), pursuant to which, on same date, the Company issued a convertible promissory note to GS Capital the aggregate principal amount of $ 550,000 500,000 50,000 45,000 0.001 45 0.001 10,000 The GS Capital Note #4 has a maturity date of April 1, 2022 10 The GS Capital Note #4 (and the principal amount and any accrued and unpaid interest) is convertible into shares of the Company Common Stock at GS Capital’s election at any time following the time that the SEC qualifies the Company’s offering statement related to the Company’s planned Regulation A Offering. At such time, the GS Capital Note #4 (and the principal amount and any accrued and unpaid interest) will be convertible at a conversion price equal to 70% of the initial offering price of the Company Common Stock in the Regulation A Offering, subject to a customary beneficial ownership limitation of 9.99%, which may be waived by GS Capital on 61 days’ notice to the Company. The conversion price is subject to customary adjustments for any stock splits, etc. which occur following the determination of the conversion price The $ 50,000 45,000 550,000 On November 26, 2021, the Company entered into an Amendment and Restructuring Agreement (the “Restructuring Agreement”) with GS Capital Partners, LLC to extend the maturity to October 1, 2022. The balance of the GS Capital Note #4 as of March 31, 2022 and December 31, 2021 were $ 550,000 550,000 Convertible Promissory Note – GS Capital Partners #5 On April 29, 2021, Clubhouse Media Group, Inc. (the “Company”) entered into a securities purchase agreement (the “Securities Purchase Agreement”) with GS Capital, pursuant to which, on same date, the Company issued a convertible promissory note to GS Capital in the aggregate principal amount of $ 550,000 500,000 50,000 125,000 0.001 125 0.001 5,000 The April 2021 GS Capital Note #5 has a maturity date of April 29, 2022 10 The GS Capital Note #5 (and the principal amount and any accrued and unpaid interest) is convertible into shares of the Company’s Common Stock at GS Capital’s election at any time following the time that the SEC qualifies the Company’s offering statement related to the Company’s planned Regulation A Offering. At such time, the GS Capital Note #5 (and the principal amount and any accrued and unpaid interest) will be convertible at a conversion price equal to 70% of the initial offering price of the Company Common Stock in the Regulation A Offering, subject to a customary beneficial ownership limitation of 9.99%, which may be waived by GS Capital on 61 days’ notice to the Company. The conversion price is subject to customary adjustments for any stock splits, etc. which occur following the determination of the conversion price The $ 50,000 125,000 550,000 On November 26, 2021, the Company entered into an Amendment and Restructuring Agreement (the “Restructuring Agreement”) with GS Capital Partners, LLC to extend the maturity to October 29, 2022. The balance of the GS Capital Note #5 as March 31, 2022 and December 31, 2021 was $ 550,000 550,000 Convertible Promissory Note – GS Capital Partners #6 On June 3, 2021, Clubhouse Media Group, Inc. (the “Company”) entered into a securities purchase agreement (the “Securities Purchase Agreement”) with GS Capital, pursuant to which, on same date, the Company issued a convertible promissory note to GS Capital in the aggregate principal amount of $ 550,000 500,000 50,000 85,000 85 0.001 5,000 The GS Capital Note #6 has a maturity date of June 3, 2022 10 The GS Capital Note #6 (and the principal amount and any accrued and unpaid interest) is convertible into shares of the Company’s Common Stock at GS Capital’s election at any time following the time that the SEC qualifies the Company’s offering statement related to the Company’s planned Regulation A Offering. At such time, the GS Capital Note #6 (and the principal amount and any accrued and unpaid interest) will be convertible at a conversion price equal to 70% of the initial offering price of the Company Common Stock in the Regulation A Offering, subject to a customary beneficial ownership limitation of 9.99%, which may be waived by GS Capital on 61 days’ notice to the Company. The conversion price is subject to customary adjustments for any stock splits, etc. which occur following the determination of the conversion price. The $ 50,000 85,000 550,000 On November 26, 2021, the Company entered into an Amendment and Restructuring Agreement (the “Restructuring Agreement”) with GS Capital Partners, LLC to extend the maturity to December 3, 2022. The balance of the GS Capital Note #6 as of March 31, 2022 and December 31, 2021 was $ 550,000 550,000 Convertible Promissory Note – Tiger Trout Capital Puerto Rico On January 29, 2021, the Company entered into a securities purchase agreement (the “Tiger Trout SPA”) with Tiger Trout Capital Puerto Rico, LLC, a Puerto Rico limited liability company (“Tiger Trout”), pursuant to which, on same, date, the Company (i) issued a convertible promissory note in the aggregate principal amount of $ 1,540,000 1,100,000 440,000 220.00 The Tiger Trout Note has a maturity date of January 29, 2022 10 50,000 If the principal amount and any accrued and unpaid interest under the Tiger Trout Note has not been repaid on or before the maturity date, that will be an event of default under the Tiger Trout Note. If an event of default has occurred and is continuing, Tiger Trout may declare all or any portion of the then-outstanding principal amount and any accrued and unpaid interest under the Tiger Trout Note (the “Indebtedness”) due and payable, and the Indebtedness will become immediately due and payable in cash by the Company. Further, Tiger Trout will have the right, until the Indebtedness is paid in full, to convert all, but only all, of the then-outstanding Indebtedness into shares of Company common stock at a conversion price of $0.50 per share, subject to customary adjustments for stock splits, etc. occurring after the issuance date. The Tiger Trout Note contains a customary beneficial ownership limitation of 9.99%, which may be waived by Tiger Trout on 61 days’ notice to the Company The $ 440,000 220,000 1,540,000 On January 25, 2022, the Company entered into an Amendment and Restructuring Agreement (the “Tiger Restructuring Agreement”) with Tiger Trout to extend the maturity to August 24, 2022 and increased the principal amount of the convertible note by $ 388,378 1,928,378 The balance of the Tiger Trout Note as of March 31, 2022 and December 31, 2021 was $ 1,928,378 1,590,000 Convertible Promissory Note – Eagle Equities LLC On April 13, 2021, the Company entered into a securities purchase agreement (the “Eagle SPA”) with Eagle Equities LLC (“Eagle Equities”), pursuant to which, on same date, the Company issued a convertible promissory note to Eagle Equities in the aggregate principal amount of $ 1,100,000 1,000,000 100,000 165,000 165.00 0.001 10,000 The Eagle Equities Note has a maturity date of April 13, 2022 10 The Eagle Equities Note (and the principal amount and any accrued and unpaid interest) is convertible into shares of the Company Common Stock at Eagle Equities’ election at any time following the time that the SEC qualifies the Company’s offering statement related to the Company’s planned offering of Company Common Stock pursuant to Regulation A under the Securities Act of 1933, as amended. At such time, the Eagle Equities Note (and the principal amount and any accrued and unpaid interest) will be convertible in restricted shares of Company Common Stock at a conversion price equal to 70% of the initial offering price of the Company Common Stock in the Regulation A Offering, subject to a customary beneficial ownership limitation of 9.99%, which may be waived by Eagle Equities on 61 days’ notice to the Company. The conversion price is subject to customary adjustments for any stock splits, etc. which occur following the determination of the conversion price. Alternatively, if the SEC has not qualified the Company’s offering statement related to the Company’s planned offering of Company Common Stock pursuant to Regulation A under the Securities Act of 1933 by October 10, 2021, and Eagle Equities Note has not yet been fully repaid, then Eagle Equities will have the right to convert the Eagle Equities Note (and the principal amount and any accrued and unpaid interest) into restricted shares of Company Common Stock at a conversion price of $6.50 per share (subject to customary adjustments for any stock splits, etc. which occur following the April 13, 2021) The $ 100,000 165,000 1,100,000 The balance of the Eagle Equities Note as of March 31, 2022 and December 31, 2021 was $ 1,100,000 1,100,000 Convertible Promissory Note – Labrys Fund, LP On March 11, 2021, the Company entered into a securities purchase agreement (the “Labrys SPA”) with Labrys Fund, LP (“Labrys”), pursuant to which the Company issued a 10 March 11, 2022 1,000,000 125,000 1,000,000 10 100,000 900,000 Labrys may convert the Labrys Note into the Company’s common stock (subject to the beneficial ownership limitations of 4.99% in the Labrys Note) at any time at a conversion price equal to $10.00 per share The Company may prepay the Labrys Note at any time prior to the date that an Event of Default (as defined in the Labrys Note) occurs at an amount equal to 100 750.00 Upon the occurrence of any Event of Default, the Labrys Note shall become immediately due and payable and the Company shall pay to Labrys, in full satisfaction of its obligations hereunder, an amount equal to the Principal Sum then outstanding plus accrued interest multiplied by 125% (the “Default Amount”). Upon the occurrence of an Event of Default, additional interest will accrue from the date of the Event of Default at the rate equal to the lower of 16% per annum or the highest rate permitted by law The $ 100,000 125,000 1,000,000 On November 26, 2021, the Company entered into an Amendment and Restructuring Agreement (the “Labrys Restructuring Agreement”) with Labrys Fund LP to extend the maturity to November 11, 2022 and increased the principal amount of the convertible note by $ 116,800 700,878 For the year ended December 31, 2021, the Company paid $ 455,000 cash to reduce the balance of the convertible promissory note from Labrys Fund, LP. On March 30, 2022, Labrys Fund, LP converted $ 111,065 principal and $ 32,196 interest and $ 1,750 for fees totaling $ 145,011.60 into 5,800,000 common shares. The shares has not been issued as of March 31, 2022 and recorded as shares to be issued – liability as of March 31, 2022. The balance of the Labrys Note as of March 31, 2022 and December 31, 2021 was $ 589,812 545,000 Convertible Promissory Note – Chris Etherington On August 27, 2021, the Company entered into a note purchase agreement (the “Chris Etherington Note Purchase Agreement”) with Chris Etherington, an individual (“Chris Etherington”), with an effective date of August 26, 2021, pursuant to which, on same date, the Company issued a convertible promissory note to Chris Etherington in the aggregate principal amount of $ 165,000 150,000 15,000 37,500 0.001 2.00 The Chris Etherington Note has a maturity date of August 26, 2022 10 The Chris Etherington Note (and the principal amount and any accrued and unpaid interest) is convertible into shares of Company Common Stock at any time following August 26, 2021 until the note is repaid. The conversion price per share of Common Stock shall initially mean the lesser of (i) $1.00 or (ii) 75% of the lowest daily volume weighted average price of the Common Stock during the twenty (20) Trading Days (as defined in the Chris Etherington Note) immediately preceding the date of the respective conversion. The conversion price is subject to customary adjustments for any stock splits, etc. which occur following the determination of the conversion price Since the conversion price is based on the lesser of (i) $ 1.00 or (ii) 75 % of the VWAP during the 20 -trading day period immediately prior to the option conversion date, the Company has determined that the conversion feature is considered a derivative liability for the Company, which is detailed in Note 11. The $ 15,000 37,500 165,000 160,538 The balance of the Chris Etherington Note as of March 31, 2022 and December 31, 2021 was $ 165,000 and $ 165,000 Convertible Promissory Note – Rui Wu On August 27, 2021, the Company entered into a note purchase agreement (the “Rui Wu Note Purchase Agreement”) with Rui Wu, an individual (“Rui Wu”), with an effective date of August 26, 2021, pursuant to which, on same date, the Company issued a convertible promissory note to Rui Wu in the aggregate principal amount of $ 550,000 for a purchase price of $ 500,000 , reflecting a $ 50,000 original issue discount (the “Rui Wu Note”) and, in connection therewith, issued to Rui Wu a Warrant to purchase 125,000 shares of the Company’s common stock, par value $ 0.001 per share (the “Company Common Stock”) at an exercise price of $ 2.00 per share, subject to adjustment (the “Rui Wu Warrant”). In addition, in connection with the Rui Wu Note Purchase Agreement, the Company entered into a Security Agreement on same date with Rui Wu, pursuant to which the Company’s obligations under the Rui Wu Note were secured by a first priority lien and security interest on all of the assets of the Company (the “Rui Wu Security Agreement”). While each of the Rui Wu Warrant, Security Agreement, Note, and Note Purchase Agreement have an effective date and/or effective issue date of August 26, 2021, each was entered into and/or issued on August 27, 2021. The Rui Wu Note has a maturity date of August 26, 2022 10 The Rui Wu Note (and the principal amount and any accrued and unpaid interest) is convertible into shares of Company Common Stock at any time following August 26, 2021 until the note is repaid. The conversion price per share of Common Stock shall initially mean the lesser of (i) $1.00 or (ii) 75% of the lowest daily volume weighted average price of the Common Stock during the twenty (20) Trading Days (as defined in the Rui Wu Note) immediately preceding the date of the respective conversion. The conversion price is subject to customary adjustments for any stock splits, etc. which occur following the determination of the conversion price. If an event of default has occurred and is continuing, Rui Wu may declare all or any portion of the then-outstanding principal amount of the Rui Wu Note, together with all accrued and unpaid interest thereon, due and payable, and the Rui Wu Note shall thereupon become immediately due and payable in cash and Rui Wu will also have the right to pursue any other remedies that Rui Wu may have under applicable law. In the event that any amount due under the Rui Wu Note is not paid as and when due, such amounts shall accrue interest at the rate of 18% per year, simple interest, non-compounding, until paid. Since the conversion price is based on the lesser of (i) $ 1.00 or (ii) 75 % of the VWAP during the 20 -trading day period immediately prior to the option conversion date, the Company has determined that the conversion feature is considered a derivative liability for the Company, which is detailed in Note 11. The $ 50,000 125,000 550,000 514,850 The balance of the Rui Wu Note as of March 31, 2022 and December 31, 2021 was $ 550,000 and $ 550,000 , respectively. Convertible Promissory Note – Sixth Street Lending #1 On November 18, 2021, the Company entered into a securities purchase agreement (the “Sixth Street #1 Securities Purchase Agreement”) with Sixth Street Lending LLC (“Sixth Street”), pursuant to which, on the same date, the Company issued a convertible promissory note to Sixth Street in the aggregate principal amount of $ 224,000 203,750 20,250 The Sixth Street #1 Note has a maturity date of November 18, 2022 10 The Sixth Street #1 Note provides Sixth Street with conversion rights to convert all or any part of the outstanding and unpaid principal amount of the Note from time to time into fully paid and non-assessable shares of the Company’s Common Stock, par value $0.001 (“Common Stock”). Conversion rights are exercisable at any time during the period beginning on May 17, 2022 (180 days from when the Note was issued) and ending on the later of (i) the Maturity Date and (ii) the date of payment of the amounts due upon an uncured event of default. Any principal that Sixth Street elects to convert will convert at the Conversion Price, which is a Common Stock per share price equal to the lesser of a Variable Conversion Price and $1.00. The Variable Conversion Price is 75% of the Market Price, which is the lowest dollar volume-weighted average sale price (“VWAP”) during the 20-trading day period ending on the trading day immediately preceding the conversion date. VWAP is based on trading prices on the principal market for Company Common Stock or, if none, OTC. Currently, the Common Stock trades OTC. In no event is Sixth Street entitle to convert any portion of the Sixth Street #1 Note upon which conversion Sixth Street and its affiliates would beneficially own more than 4.99% of the outstanding shares of Company Common Stock The Sixth Street #1 Note contains customary events of default, including, but not limited to: (1) failure to pay principal or interest on the Note when due; (2) failure to issue and transfer Common Stock upon exercise of Sixth Street of its conversion rights; (3) an uncured breach of any of the Company’s other material obligations contained in the Note; and (4) the Company’s breach of any representation or warranty in the Securities Purchase Agreement or other related agreements. If an event of default occurs and continues uncured, the Sixth Street #1 Note becomes immediately due and payable. If an event of default occurs because the Company fails to issue shares of Common Stock to Sixth Street within three business days of receiving a notice of conversion from Sixth Street, the Company shall pay an amount equal to 200 150 The “Default Amount” is equal to the sum of (a) accrued and unpaid interest on the principal amount of the Note to the date of payment plus (b) default interest, which is calculated based on a rate of 22% per year (inclusive of the 10% interest per year that would be due absent an event of default), plus (c) certain other amounts that may be owed under the Note. Since the conversion price is based on the lesser of (i) $ 1.00 or (ii) 75 % of the VWAP during the 20 -trading day period immediately prior to the option conversion date, the Company has determined that the conversion feature is considered a derivative liability for the Company, which is detailed in Note 11. The $ 20,250 3,750 173,894 The balance of the Sixth Street #1 note as of March 31, 2022 and 2021 was $ 224,000 224,000 Convertible Promissory Note – Sixth Street Lending #2 On December 9, 2021, the Company entered into a Securities Purchase Agreement, (the “Sixth Street #2 purchase agreement”) dated December 9, 2021, by and between the Company and Sixth Street Lending LLC (the “Buyer”). Pursuant to the terms of the SPA, the Company agreed to issue and sell, and the Buyer agreed to purchase (the “Purchase”), a convertible note in the aggregate principal amount of $ 93,500 8,500 85,000 The Sixth Street #2 Note bears interest at a rate of 10 December 9, 2022 22 The Buyer has the right from time to time, and at any time during the period beginning on the date that is 180 days following December 9, 2021 and ending on the later of (i) December 9, 2022, and (ii) the date of payment of the Default Amount (as defined in the Note), to convert all or any part of the outstanding and unpaid principal amount of the Note into common stock, subject to a 4.99% equity blocker The conversion price of the Sixth Street #2 Note equals the lesser of the Variable Conversion Price (as hereinafter defined) and $1.00. The “Variable Conversion Price” means 75% multiplied by the lowest VWAP (as defined in the Note | NOTE 10 – CONVERTIBLE NOTES PAYABLE Convertible Promissory Note – Scott Hoey On September 10, 2020, the Company entered into a note purchase agreement with Scott Hoey, pursuant to which, on same date, the Company issued a convertible promissory note to Mr. Hoey the aggregate principal amount of $ 7,500 7,500 The Hoey Note had a maturity date of September 10, 2022 8 50 20 On December 8, 2020, the Company issued to Mr. Hoey 10,833 7,500 0.69 Since the conversion price is based on 50% of the VWAP during the 20-trading day period immediately prior to the option conversion date, the Company has determined that the conversion feature is considered a derivative liability for the Company, which is detailed in Note 12. The balance of the Hoey Note as of December 31, 2021 and 2020 was $ 0 0 Convertible Promissory Note – Cary Niu On September 18, 2020, the Company entered into a note purchase agreement with Cary Niu, pursuant to which, on same date, the Company issued a convertible promissory note to Ms. Niu the aggregate principal amount of $ 50,000 50,000 The Niu Note has a maturity date of September 18, 2022 8 30 20 Since the conversion price is based on 30% of the VWAP during the 20-trading day period immediately prior to the option conversion date, the Company has determined that the conversion feature is considered a derivative liability for the Company, which is detailed in Note 12. The balance of the Niu Note as of December 31, 2021 and 2020 was $ 50,000 50,000 Convertible Promissory Note – Jesus Galen On October 6, 2020, the Company entered into a note purchase agreement with Jesus Galen, pursuant to which, on same date, the Company issued a convertible promissory note to Mr. Galen the aggregate principal amount of $ 30,000 30,000 The Galen Note has a maturity date of October 6, 2022 8 50 20 Since the conversion price is based on 50% of the VWAP during the 20-trading day period immediately prior to the option conversion date, the Company has determined that the conversion feature is considered a derivative liability for the Company, which is detailed in Note 12. The balance of the Galen Note as of December 31, 2021 and 2020 was $ 30,000 30,000 Convertible Promissory Note – Darren Huynh On October 6, 2020, the Company entered into a note purchase agreement with Darren Huynh, pursuant to which, on same date, the Company issued a convertible promissory note to Mr. Huynh the aggregate principal amount of $ 50,000 50,000 The Huynh Note has a maturity date of October 6, 2022 8 50 20 Since the conversion price is based on 50% of the VWAP during the 20-trading day period immediately prior to the option conversion date, the Company has determined that the conversion feature is considered a derivative liability for the Company, which is detailed in Note 12. On December 20, 2021, the Company received conversion notice to issue to Mr. Huyng 375,601 50,000 4,789 0.15 The balance of the Huynh Note as of December 31, 2021 and 2020 was $ 0 50,000 Convertible Promissory Note – Wayne Wong On October 6, 2020, the Company entered into a note purchase agreement with Wayne Wong, pursuant to which, on same date, the Company issued a convertible promissory note to Mr. Wong the aggregate principal amount of $ 25,000 25,000 The Wong Note has a maturity date of October 6, 2022 8 50 20 Since the conversion price is based on 50% of the VWAP during the 20-trading day period immediately prior to the option conversion date, the Company has determined that the conversion feature is considered a derivative liability for the Company, which is detailed in Note 12. On November 8, 2021, the Company issued to Mr. Wong 47,478 25,000 2,181 0.57 The balance of the Wong Note as of December 31, 2021 and 2020 was $ 0 25,000 Convertible Promissory Note – Matthew Singer On January 3, 2021, the Company entered into a note purchase agreement with Matthew Singer, pursuant to which, on same date, the Company issued a convertible promissory note to Mr. Singer the aggregate principal amount of $ 13,000 13,000 The Singer Note had a maturity date of January 3, 2023 8 70 20 Since the conversion price is based on 70% of the VWAP during the 20-trading day period immediately prior to the option conversion date, the Company has determined that the conversion feature is considered a derivative liability for the Company, which is detailed in Note 12. On January 26, 2021, the Company issued to Matthew Singer 8,197 13,000 1.59 The balance of the Singer Note as of December 31, 2021 and 2020 was $ 0 0 Convertible Promissory Note – ProActive Capital SPV I, LLC On January 20, 2021, the Company entered into a securities purchase agreement (the “ProActive Capital SPA”) with ProActive Capital SPV I, LLC, a Delaware limited liability company (“ProActive Capital”), pursuant to which, on same date, the Company (i) issued a convertible promissory note to ProActive Capital the aggregate principal amount of $ 250,000 225,000 25,000 50,000 0.001 10,000 The ProActive Capital Note has a maturity date of January 20, 2022 10 The ProActive Capital Note (and the principal amount and any accrued and unpaid interest) is convertible into shares of Company Common Stock at ProActive Capital’s election at any time following the time that the SEC qualifies the Company’s offering statement related to the Regulation A Offering, at a conversion price equal to 70% of the Regulation A Offering Price of the Company Common Stock in the Regulation A Offering, and is subject to a customary beneficial ownership limitation of 9.99%, which may be waived by ProActive Capital on 61 days’ notice to the Company. The conversion price is subject to customary adjustments for any stock splits, etc. which occur following the determination of the conversion price The $ 25,000 50,000 217,024 The balance of the ProActive Capital Note as of December 31, 2021 and 2020 was $ 250,000 0 Convertible Promissory Note – GS Capital Partners #1 On January 25, 2021, the Company entered into a securities purchase agreement (the “GS Capital #1”) with GS Capital Partners, LLC (“GS Capital”), pursuant to which, on same date, the Company (i) issued a convertible promissory note to GS Capital the aggregate principal amount of $ 288,889 260,000 28,889 50,000 0.001 10,000 The GS Capital Note has a maturity date of January 25, 2022 10 The GS Capital Note (and the principal amount and any accrued and unpaid interest) is convertible into shares of Company Common Stock at GS Capital’s election at any time following the time that the SEC qualifies the Company’s offering statement related to the Regulation A Offering, at a conversion price equal to 70% of the Regulation A Offering Price of the Company Common Stock in the Regulation A Offering, and is subject to a customary beneficial ownership limitation of 9.99%, which may be waived by GS Capital on 61 days’ notice to the Company. The conversion price is subject to customary adjustments for any stock splits, etc. which occur following the determination of the conversion price The $ 28,889 50,000 288,889 The entire principal balance and interest were converted into 107,301 0 0 Convertible Promissory Note – New GS Note #1 On November 26, 2021, the Company entered into an Amendment and Restructuring Agreement (the “Restructuring Agreement”) with GS Capital Partners, LLC to replacement GS Capital #1 as disclosed above. GS Capital sold to the Company, and the Company redeemed from GS Capital, the 107,301 300,445 The New GS Note #1 has a maturity date of May 31, 2022 10 The New GS Note #1 provides GS Capital with conversion rights to convert all or any part of the outstanding and unpaid principal amount of the New Note from time to time into fully paid and non-assessable shares of the Company’s common stock, at a conversion price of $1.00, subject to adjustment as provided in the New Note and subject to a 9.99% equity blocker The New GS Note #1 contains customary events of default, including, but not limited to, failure to pay principal or interest on the New Note when due. If an event of default occurs and continues uncured, GS Capital may declare all or any portion of the then outstanding principal amount of the New Note, together with all accrued and unpaid interest thereon, due and payable, and the New Note will thereupon become immediately due and payable. The balance of the New GS Note #1 as of December 31, 2021 and 2020 was $ 300,445 0 Convertible Promissory Note – GS Capital Partners #2 On February 19, 2021, the Company entered into another securities purchase agreement with GS Capital (the “GS Capital #2”), pursuant to which, on same date, the Company issued a convertible promissory note (the “GS Capital #2 Note”) to GS Capital the aggregate principal amount of $ 577,778 520,000 57,778 100,000 0.001 100 0.001 10,000 The GS Capital #2 Note has a maturity date of February 19, 2022 10 The GS Capital #2 Note (and the principal amount and any accrued and unpaid interest) is convertible into shares of the Company Common Stock at GS Capital’s election at any time following the time that the Securities and Exchange Commission (“SEC”) qualifies the Company’s offering statement related to the Company’s planned offering of Company Common Stock pursuant to Regulation A under the Securities Act of 1933, as amended (the “Regulation A Offering”). At such time, the GS Capital #2 Note (and the principal amount and any accrued and unpaid interest) will be convertible at a conversion price equal to 70% of the initial offering price of the Company Common Stock in the Regulation A Offering, subject to a customary beneficial ownership limitation of 9.99%, which may be waived by GS Capital on 61 days’ notice to the Company. The conversion price is subject to customary adjustments for any stock splits, etc. which occur following the determination of the conversion price. The $ 57,778 100,000 577,778 GS Capital converted $ 96,484 3,515 481,294 0 On November 26, 2021, the Company entered into an Amendment and Restructuring Agreement (the “Restructuring Agreement”) with GS Capital Partners, LLC to cancel the conversion exercised in the quarter ended June 30, 2021. The balance of the GS Capital #2 Note as of December 31, 2021 and 2020 was $ 577,778 0 Convertible Promissory Note – GS Capital Partners #3 On March 16, 2021, the Company entered into another securities purchase agreement with GS Capital (the “GS Capital #3”), pursuant to which, on same date, the Company issued a convertible promissory note (the “GS Capital #3 Note”) to GS Capital the aggregate principal amount of $ 577,778 520,000 57,778 100,000 0.001 100 0.001 10,000 The GS Capital #3 Note has a maturity date of March 22, 2022 10 The GS Capital #3 Note (and the principal amount and any accrued and unpaid interest) is convertible into shares of the Company Common Stock at GS Capital’s election at any time following the time that the SEC qualifies the Company’s offering statement related to the Company’s planned Regulation A Offering. At such time, the GS Capital #3 Note (and the principal amount and any accrued and unpaid interest) will be convertible at a conversion price equal to 70% of the initial offering price of the Company Common Stock in the Regulation A Offering, subject to a customary beneficial ownership limitation of 9.99%, which may be waived by GS Capital on 61 days’ notice to the Company. The conversion price is subject to customary adjustments for any stock splits, etc. which occur following the determination of the conversion price The $ 57,778 100,000 577,778 The balance of the GS Capital #3 Note as of December 31, 2021 and 2020 was $ 577,778 0 Convertible Promissory Note – GS Capital Partners #4 On April 1, 2021, the Company entered into another securities purchase agreement with GS Capital (the “GS Capital #4”), pursuant to which, on same date, the Company issued a convertible promissory note to GS Capital the aggregate principal amount of $ 550,000 500,000 50,000 45,000 0.001 45 0.001 10,000 The GS Capital Note #4 has a maturity date of April 1, 2022 10 The GS Capital Note #4 (and the principal amount and any accrued and unpaid interest) is convertible into shares of the Company Common Stock at GS Capital’s election at any time following the time that the SEC qualifies the Company’s offering statement related to the Company’s planned Regulation A Offering. At such time, the GS Capital Note #4 (and the principal amount and any accrued and unpaid interest) will be convertible at a conversion price equal to 70% of the initial offering price of the Company Common Stock in the Regulation A Offering, subject to a customary beneficial ownership limitation of 9.99%, which may be waived by GS Capital on 61 days’ notice to the Company. The conversion price is subject to customary adjustments for any stock splits, etc. which occur following the determination of the conversion price The $ 50,000 45,000 550,000 The balance of the GS Capital Note #4 as of December 31, 2021 and 2020 were $ 550,000 0 Convertible Promissory Note – GS Capital Partners #5 On April 29, 2021, Clubhouse Media Group, Inc. (the “Company”) entered into a securities purchase agreement (the “Securities Purchase Agreement”) with GS Capital, pursuant to which, on same date, the Company issued a convertible promissory note to GS Capital in the aggregate principal amount of $ 550,000 500,000 50,000 125,000 0.001 125 0.001 5,000 The April 2021 GS Capital Note #5 has a maturity date of April 29, 2022 10 The GS Capital Note #5 (and the principal amount and any accrued and unpaid interest) is convertible into shares of the Company’s Common Stock at GS Capital’s election at any time following the time that the SEC qualifies the Company’s offering statement related to the Company’s planned Regulation A Offering. At such time, the GS Capital Note #5 (and the principal amount and any accrued and unpaid interest) will be convertible at a conversion price equal to 70% of the initial offering price of the Company Common Stock in the Regulation A Offering, subject to a customary beneficial ownership limitation of 9.99%, which may be waived by GS Capital on 61 days’ notice to the Company. The conversion price is subject to customary adjustments for any stock splits, etc. which occur following the determination of the conversion price The $ 50,000 125,000 550,000 The balance of the GS Capital Note #5 as of December 31, 2021 and 2020 was $ 550,000 0 Convertible Promissory Note – GS Capital Partners #6 On June 3, 2021, Clubhouse Media Group, Inc. (the “Company”) entered into a securities purchase agreement (the “Securities Purchase Agreement”) with GS Capital, pursuant to which, on same date, the Company issued a convertible promissory note to GS Capital in the aggregate principal amount of $ 550,000 500,000 50,000 85,000 85 0.001 5,000 The GS Capital Note #6 has a maturity date of June 3, 2022 10 The GS Capital Note #6 (and the principal amount and any accrued and unpaid interest) is convertible into shares of the Company’s Common Stock at GS Capital’s election at any time following the time that the SEC qualifies the Company’s offering statement related to the Company’s planned Regulation A Offering. At such time, the GS Capital Note #6 (and the principal amount and any accrued and unpaid interest) will be convertible at a conversion price equal to 70% of the initial offering price of the Company Common Stock in the Regulation A Offering, subject to a customary beneficial ownership limitation of 9.99%, which may be waived by GS Capital on 61 days’ notice to the Company. The conversion price is subject to customary adjustments for any stock splits, etc. which occur following the determination of the conversion price. The $ 50,000 85,000 550,000 The balance of the GS Capital Note #6 as of December 31, 2021 and 2020 was $ 550,000 0 Convertible Promissory Note – Tiger Trout Capital Puerto Rico On January 29, 2021, the Company entered into a securities purchase agreement (the “Tiger Trout SPA”) with Tiger Trout Capital Puerto Rico, LLC, a Puerto Rico limited liability company (“Tiger Trout”), pursuant to which, on same, date, the Company (i) issued a convertible promissory note in the aggregate principal amount of $ 1,540,000 1,100,000 440,000 220,000 220.00 The Tiger Trout Note has a maturity date of January 29, 2022 10 50,000 If the principal amount and any accrued and unpaid interest under the Tiger Trout Note has not been repaid on or before the maturity date, that will be an event of default under the Tiger Trout Note. If an event of default has occurred and is continuing, Tiger Trout may declare all or any portion of the then-outstanding principal amount and any accrued and unpaid interest under the Tiger Trout Note (the “Indebtedness”) due and payable, and the Indebtedness will become immediately due and payable in cash by the Company. Further, Tiger Trout will have the right, until the Indebtedness is paid in full, to convert all, but only all, of the then-outstanding Indebtedness into shares of Company common stock at a conversion price of $0.50 per share, subject to customary adjustments for stock splits, etc. occurring after the issuance date. The Tiger Trout Note contains a customary beneficial ownership limitation of 9.99%, which may be waived by Tiger Trout on 61 days’ notice to the Company The $ 440,000 220,000 1,540,000 The balance of the Tiger Trout Note as of December 31, 2021 and December 31, 2020 was $1,590,000 and $0, respectively. Convertible Promissory Note – Eagle Equities LLC On April 13, 2021, the Company entered into a securities purchase agreement (the “Eagle SPA”) with Eagle Equities LLC (“Eagle Equities”), pursuant to which, on same date, the Company issued a convertible promissory note to Eagle Equities in the aggregate principal amount of $ 1,100,000 1,000,000 100,000 165,000 165.00 0.001 10,000 The Eagle Equities Note has a maturity date of April 13, 2022 10 3,500,000 The Eagle Equities Note (and the principal amount and any accrued and unpaid interest) is convertible into shares of the Company Common Stock at Eagle Equities’ election at any time following the time that the SEC qualifies the Company’s offering statement related to the Company’s planned offering of Company Common Stock pursuant to Regulation A under the Securities Act of 1933, as amended. At such time, the Eagle Equities Note (and the principal amount and any accrued and unpaid interest) will be convertible in restricted shares of Company Common Stock at a conversion price equal to 70% of the initial offering price of the Company Common Stock in the Regulation A Offering, subject to a customary beneficial ownership limitation of 9.99%, which may be waived by Eagle Equities on 61 days’ notice to the Company. The conversion price is subject to customary adjustments for any stock splits, etc. which occur following the determination of the conversion price. Alternatively, if the SEC has not qualified the Company’s offering statement related to the Company’s planned offering of Company Common Stock pursuant to Regulation A under the Securities Act of 1933 by October 10, 2021, and Eagle Equities Note has not yet been fully repaid, then Eagle Equities will have the right to convert the Eagle Equities Note (and the principal amount and any accrued and unpaid interest) into restricted shares of Company Common Stock at a conversion price of $6.50 per share (subject to customary adjustments for any stock splits, etc. which occur following the April 13, 2021) The $ 100,000 165,000 1,100,000 The balance of the Eagle Equities Note as of December 31, 2021 and 2020 was $ 1,100,000 0 Convertible Promissory Note – Labrys Fund, LP On March 11, 2021, the Company entered into a securities purchase agreement (the “Labrys SPA”) with Labrys Fund, LP (“Labrys”), pursuant to which the Company issued a 10 March 11, 2022 1,000,000 125,000 1,000,000 100,000 900,000 Labrys may convert the Labrys Note into the Company’s common stock (subject to the beneficial ownership limitations of 4.99% in the Labrys Note) at any time at a conversion price equal to $10.00 per share The Company may prepay the Labrys Note at any time prior to the date that an Event of Default (as defined in the Labrys Note) occurs at an amount equal to 100 750.00 Upon the occurrence of any Event of Default, the Labrys Note shall become immediately due and payable and the Company shall pay to Labrys, in full satisfaction of its obligations hereunder, an amount equal to the Principal Sum then outstanding plus accrued interest multiplied by 125% (the “Default Amount”). Upon the occurrence of an Event of Default, additional interest will accrue from the date of the Event of Default at the rate equal to the lower of 16% per annum or the highest rate permitted by law The $ 100,000 125,000 1,000,000 For the nine months ended September 30, 2021, the Company paid $ 455,000 545,000 0 Convertible Promissory Note – Chris Etherington On August 27, 2021, the Company entered into a note purchase agreement (the “Chris Etherington Note Purchase Agreement”) with Chris Etherington, an individual (“Chris Etherington”), with an effective date of August 26, 2021, pursuant to which, on same date, the Company issued a convertible promissory note to Chris Etherington in the aggregate principal amount of $ 165,000 150,000 15,000 37,500 0.001 2.00 The Chris Etherington Note has a maturity date of August 26, 2022 10 The Chris Etherington Note (and the principal amount and any accrued and unpaid interest) is convertible into shares of Company Common Stock at any time following August 26, 2021 until the note is repaid. The conversion price per share of Common Stock shall initially mean the lesser of (i) $1.00 or (ii) 75% of the lowest daily volume weighted average price of the Common Stock during the twenty (20) Trading Days (as defined in the Chris Etherington Note) immediately preceding the date of the respective conversion. The conversion price is subject to customary adjustments for any stock splits, etc. which occur following the determination of the conversion price Since the conversion price is based on the lesser of (i) $ 1.00 75 20 The $ 15,000 37,500 165,000 160,538 The balance of the Chris Etherington Note as of December 31, 2021 and 2020 was $ 165,000 0 Convertible Promissory Note – Rui Wu On August 27, 2021, the Company entered into a note purchase agreement (the “Rui Wu Note Purchase Agreement”) with Rui Wu, an individual (“Rui Wu”), with an effective date of August 26, 2021, pursuant to which, on same date, the Company issued a convertible promissory note to Rui Wu in the aggregate principal amount of $ 550,000 500,000 50,000 125,000 0.001 2.00 The Rui Wu Note has a maturity date of August 26, 2022 10 The Rui Wu Note (and the principal amount and any accrued and unpaid interest) is convertible into shares of Company Common Stock at any time following August 26, 2021 until the note is repaid. The conversion price per share of Common Stock shall initially mean the lesser of (i) $1.00 or (ii) 75% of the lowest daily volume weighted average price of the Common Stock during the twenty (20) Trading Days (as defined in the Rui Wu Note) immediately preceding the date of the respective conversion. The conversion price is subject to customary adjustments for any stock splits, etc. which occur following the determination of the conversion price. If an event of default has occurred and is continuing, Rui Wu may declare all or any portion of the then-outstanding principal amount of the Rui Wu Note, together with all accrued and unpaid interest thereon, due and payable, and the Rui Wu Note shall thereupon become immediately due and payable in cash and Rui Wu will also have the right to pursue any other remedies that Rui Wu may have under applicable law. In the event that any amount due under the Rui Wu Note is not paid as and when due, such amounts shall accrue interest at the rate of 18% per year, simple interest, non-compounding, until paid. Since the conversion price is based on the lesser of (i) $ 1.00 75 20 The $ 50,000 125,000 550,000 514,850 The balance of the Riu Wu Note as of December 31, 2021 and 2020 was $ 550,000 0 Convertible Promissory Note – Sixth Street Lending #1 On November 18, 2021, the Company entered into a securities purchase agreement (the “Sixth Street #1 Securities Purchase Agreement”) with Sixth Street Lending LLC (“Sixth Street”), pursuant to which, on the same date, the Company issued a convertible promissory note to Sixth Street in the aggregate principal amount of $ 224,000 203,750 20,250 The Sixth Street #1 Note has a maturity date of November 18, 2022 10 The Sixth Street #1 Note provides Sixth Street with conversion rights to convert all or any part of the outstanding and unpaid principal amount of the Note from time to time into fully paid and non-assessable shares of the Company’s Common Stock, par value $0.001 (“Common Stock”). Conversion rights are exercisable at any time during the period beginning on May 17, 2022 (180 days from when the Note was issued) and ending on the later of (i) the Maturity Date and (ii) the date of payment of the amounts due upon an uncured event of default. Any principal that Sixth Street elects to convert will convert at the Conversion Price, which is a Common Stock per share price equal to the lesser of a Variable Conversion Price and $1.00. The Variable Conversion Price is 75% of the Market Price, which is the lowest dollar volume-weighted average sale price (“VWAP”) during the 20-trading day period ending on the trading day immediately preceding the conversion date. VWAP is based on trading prices on the principal market for Company Common Stock or, if none, OTC. Currently, the Common Stock trades OTC. In no event is Sixth Street entitle to convert any portion of the Sixth Street #1 Note upon which conversion Sixth Street and its affiliates would beneficially own more than 4.99% of the outstanding shares of Company Common Stock The Sixth Street #1 Note contains customary events of default, including, but not limited to: (1) failure to pay principal or interest on the Note when due; (2) failure to issue and transfer Common Stock upon exercise of Sixth Street of its conversion rights; (3) an uncured breach of any of the Company’s other material obligations contained in the Note; and (4) the Company’s breach of any representation or warranty in the Securities Purchase Agreement or other related agreements. If an event of default occurs and continues uncured, the Sixth Street #1 Note becomes immediately due and payable. If an event of default occurs because the Company fails to issue shares of Common Stock to Sixth Street within three business days of receiving a notice of conversion from Sixth Street, the Company shall pay an amount equal to 200% of the Default Amount (defined below) in full satisfaction of the Company’s obligations under the Note. If an event of default occurs for any other reason that continues uncured (except in the case of appointment of a receiver, bankruptcy, liquidation, or a similar default), the Company shall pay an amount equal to 150% of the Default Amount (defined below) in full satisfaction of the Company’s obligations under the Sixth Street #1 Note. The “Default Amount” is equal to the sum of (a) accrued and unpaid interest on the principal amount of the Note to the date of payment plus (b) default interest, which is calculated based on a rate of 22 Since the conversion price is based on the lesser of (i) $1.00 or (ii) 75% of the VWAP during the 20-trading day period immediately prior to the option conversion date, the Company has determined that the conversion feature is considered a derivative liability for the Company, which is detailed in Note 12. The $ 20,250 3,750 173,894 The balance of the Sixth Street #1 note as of December 31, 2021 and 2020 was $ 224,000 0 Convertible Promissory Note – Sixth Street Lending #2 On December 9, 2021, the Company entered into a Securities Purchase Agreement, (the “Sixth Street #2 purchase agreement”) dated December 9, 2021, by and between the Company and Sixth Street Lending LLC (the “Buyer”). Pursuant to the terms of the SPA, the Company agreed to issue and sell, and the Buyer agreed to purchase (the “Purchase”), a convertible note in the aggregate principal amount of $ 93,500 8,500 85,000 The Sixth Street #2 Note bears interest at a rate of 10 December 9, 2022 22 The Buyer has the right from time to time, and at any time during the period beginning on the date that is 180 days following December 9, 2021 and ending on the later of (i) December 9, 2022, and (ii) the date of payment of the Default Amount (as defined in the Note), to convert all or any part of the outstanding and unpaid principal amount of the Note into common stock, subject to a 4.99% equity blocker. The conversion price of the Sixth Street #2 Note equals the lesser of the Variable Conversion Price (as hereinafter defined) and $ 1.00 Since the conversion price is based on the lesser of (i) $1.00 or (ii) 75% of the VWAP during the 20-trading day period immediately prior to the option conversion date, the Company has determined that the conversion feature is considered a derivative liability for the Company, which is detailed in Note 12. The $ 8,500 3,750 79,118 The balance of the Sixth Street #2 note as of December 31, 2021 and 2020 was $ 93,500 0 Below is the summary of the principal balance and debt discounts as of December 31, 2021. SCHEDULE OF CONVERTIBLE PROMISSORY NOTE Convertible Start Date End Date Initial Note Debt Discounts As of Issuance Amortization Debt Discounts As of December 31, 2021 Scott Hoey 9/10/2020 9/10/2022 7,500 7,500 (7,500 ) - Cary Niu 9/18/2020 9/18/2022 50,000 50,000 (32,123 ) 17,877 Jesus Galen 10/6/2020 10/6/2022 30,000 30,000 (18,535 ) 11,465 Darren Huynh 10/6/2020 10/6/2022 50,000 50,000 (50,000 ) - Wayne Wong 10/6/2020 10/6/2022 25,000 25,000 (25,000 ) - Matt Singer 1/3/2021 1/3/2023 13,000 13,000 (13,000 ) - ProActive Capital 1/20/2021 1/20/2022 250,000 217,024 (205,132 ) 11,892 GS Capital #1 1/25/2021 1/25/2022 288,889 288,889 (288,889 ) - GS Capital #1 replacement 11/26/2021 5/31/2022 300,445 - - - Tiger Trout SPA 1/29/2021 1/29/2022 1,540,000 1,540,000 (1,417,644 ) 122,356 GS Capital #2 2/16/2021 2/16/2022 577,778 577,778 (560,486 ) 17,292 Labrys Fund, LLP 3/11/2021 3/11/2022 1,000,000 1,000,000 (863,750 ) 136,250 GS Capital #3 3/16/2021 3/16/2022 577,778 577,778 (459,056 ) 118,722 GS Capital #4 4/1/2021 4/1/2022 550,000 550,000 (412,877 ) 137,123 Eagle Equities LLC 4/13/2021 4/13/2022 1,100,000 1,100,000 (789,589 ) 310,411 GS Capital #5 4/29/2021 4/29/2022 550,000 550,000 (417,397 ) 132,603 GS Capital #6 6/3/2021 6/3/2022 550,000 550,000 (317,945 ) 232,055 Chris Etherington 8/26/2021 8/26/2022 165,000 165,000 (57,411 ) 107,589 Rui Wu 8/26/2021 8/26/2022 550,000 550,000 (191,370 ) 358,630 Sixth Street Lending #1 11/28/2021 11/28/2022 224,000 173,894 (20,486 ) 153,408 Sixth Street Lending #2 12/9/2021 12/9/2022 93,500 79,118 (4,769 ) 74,349 Total Total 1,942,022 Remaining note principal balance 7,703,501 Total convertible promissory notes, net $ 5,761,479 Future payments of principal of convertible notes payable at December 31, 2021 are as follows: SCHEDULE OF FUTURE MATURITIES OF CONVERTIBLE NOTES PAYABLE Years ending December 31, 2021 $ - 2022 7,703,501 2023 – 2024 – 2025 - Thereafter – Total $ 7,703,501 Interest expense recorded related to the convertible notes payable for the year ended December 31, 2021 and for the period from January 2, 2020 (inception) to December 31, 2020 were $ 530,433 2,711 The Company amortized $ 5,932,883 and $ 26,993 of the discount on the convertible notes payable to interest expense for the year ended December 31, 2021 and for the period from January 2, 2020 (inception) to December 31, 2020, respectively. |
SHARES TO BE ISSUED - LIABILITY
SHARES TO BE ISSUED - LIABILITY | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Shares To Be Issued - Liability | ||
SHARES TO BE ISSUED - LIABILITY | NOTE 10 – SHARES TO BE ISSUED - LIABILITY As of March 31, 2022 and December 31, 2021, the Company entered into various consulting agreements with consultants, directors, and convertible debt. The balances of shares to be issued – liability were $ 570,062 1,047,885 Shares to be issued - liability is summarized as below: SCHEDULE OF SHARES TO BE ISSUED LIABILITY Beginning Balance, January 1, 2022 $ 1,047,885 Shares to be issued 262,465 Shares issued (772,485 ) Ending Balance, March 31, 2022 $ 537,865 Shares to be issued - liability is summarized as below: Beginning Balance, January 1, 2021 $ 87,029 Shares to be issued - liability, beginning balance $ 87,029 Shares to be issued 6,415,046 Shares issued (5,454,190 ) Ending Balance, December 31, 2021 $ 1,047,885 Shares to be issued - liability, ending balance $ 1,047,885 | NOTE 11 – SHARES TO BE ISSUED - LIABILITY As of December 31, 2021 and 2020, the Company entered into various consulting agreements with consultants, directors, and convertible debt. The balances of shares to be issued – liability were $ 1,047,885 87,029 Shares to be issued - liability is summarized as below: SCHEDULE OF SHARES TO BE ISSUED LIABILITY Beginning Balance, January 1, 2021 $ 87,029 Shares to be issued 6,415,046 Shares issued (5,454,190 ) Ending Balance, December 31, 2021 $ 1,047,885 Shares to be issued - liability is summarized as below: Beginning Balance, January 2, 2020 $ - Shares to be issued 87,029 Shares issued - Ending Balance, December 31, 2020 $ 87,029 |
DERIVATIVE LIABILITY
DERIVATIVE LIABILITY | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
DERIVATIVE LIABILITY | NOTE 11 – DERIVATIVE LIABILITY The derivative liability is derived from the conversion features in note 10 signed for the period ended December 31, 2021. All were valued using the weighted-average Binomial option pricing model using the assumptions detailed below. As of March 31, 2022 and December 31, 2021, the derivative liability was $ 983,630 513,959 77,616 49,533 SCHEDULE OF DERIVATIVE LIABILITY ASSUMPTIONS INPUT March 31, 2022 Annual Dividend Yield — Expected Life (Years) 0.4 0.9 Risk-Free Interest Rate 0.07 1.63 % Expected Volatility 179 226 % Fair value of the derivative is summarized as below: SCHEDULE OF FAIR VALUE OF DERIVATIVE LIABILITY Beginning Balance, December 31, 2021 $ 513,959 Additions 652,803 Mark to Market (77,616 ) Cancellation of Derivative Liabilities Due to Conversions - Reclassification to APIC Due to Conversions (105,516 ) Ending Balance, March 31, 2022 $ 983,630 December 31, 2021 Annual Dividend Yield — Expected Life (Years) 0.6 0.8 Risk-Free Interest Rate 0.07 0.39 % Expected Volatility 145 485 % Fair value of the derivative is summarized as below: Beginning Balance, December 31, 2020 $ 304,490 Derivative liability, beginning balance $ 304,490 Additions 1,343,518 Mark to Market (1,029,530 ) Cancellation of Derivative Liabilities Due to Conversions - Reclassification to APIC Due to Conversions (104,519 ) Ending Balance, December 31, 2021 $ 513,959 Derivative liability, ending balance $ 513,959 | NOTE 12 – DERIVATIVE LIABILITY The derivative liability is derived from the conversion features in note 10 signed for the period ended December 31, 2020. All were valued using the weighted-average Binomial option pricing model using the assumptions detailed below. As of December 31, 2021 and December 31, 2020, the derivative liability was $ 513,959 304,490 1,029,530 61,029 SCHEDULE OF DERIVATIVE LIABILITY ASSUMPTIONS INPUT December 31, 2021 Annual Dividend Yield — Expected Life (Years) 0.6 0.8 Risk-Free Interest Rate 0.07 0.39 % Expected Volatility 145 485 % Fair value of the derivative is summarized as below: SCHEDULE OF FAIR VALUE OF DERIVATIVE LIABILITY Beginning Balance, December 31, 2020 $ 304,490 Additions 1,343,518 Mark to Market (1,029,530 ) Cancellation of Derivative Liabilities Due to Conversions - Reclassification to APIC Due to Conversions (104,519 ) Ending Balance, December 31, 2021 $ 513,959 December 31, 2020 Annual Dividend Yield — Expected Life (Years) 1.6 2.0 Risk-Free Interest Rate 0.13 0.17 % Expected Volatility 318 485 Fair value of the derivative is summarized as below: Beginning Balance, January 2, 2020 $ - Additions 270,501 Mark to Market 61,029 Cancellation of Derivative Liabilities Due to Conversions - Reclassification to APIC Due to Conversions (27,040 ) Ending Balance, December 31, 2020 $ 304,490 |
NOTE PAYABLE, RELATED PARTY
NOTE PAYABLE, RELATED PARTY | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Note Payable Related Party | ||
NOTE PAYABLE, RELATED PARTY | NOTE 12 – NOTE PAYABLE, RELATED PARTY For the period ended December 31, 2020, the Company signed a note payable agreement (“Amir 2020 note”) with the Company’s Chief Executive Officer for advances up to $ 5,000,000 0 January 31, 2023 2,162,562 On February 2, 2021, the Company and Amir Ben-Yohanan, its Chief Executive Officer, entered into a promissory note in the total principal amount of $ 2,400,000 2,400,000 8 At the time of the qualification by the SEC of the Company’s Offering Circular, pursuant to Regulation A, $ 1,000,000 0.001 1,000,000 In accordance with ASC 470-50-40-10 a modification or an exchange of debt that adds or eliminates a substantive conversion option as of the conversion date would always be considered substantial and require extinguishment accounting. We concluded the conversion features of the Amir 2021 note is substantial. As a result, we recorded a loss on the extinguishment of debt in the amount of $ 297,138 The Company’s Regulation A Offering Circular was qualified on June 11, 2021. As a result, the principal balance of $ 1,000,000 The Company amortized $ 22,411 15,467 94,644 For the three months ended March 31, 2022 and 2021, the Company paid $ 105,822 0 The balance as of March 31, 2022 and December 31, 2021 were $ 1,164,042 1,269,864 | NOTE 13 – NOTE PAYABLE, RELATED PARTY For the period ended December 31, 2020, the Company signed a note payable agreement (“Amir 2020 note”) with the Company’s Chief Executive Officer for advances up to $ 5,000,000 0 January 31, 2023 2,162,562 On February 2, 2021, the Company and Amir Ben-Yohanan, its Chief Executive Officer, entered into a promissory note in the total principal amount of $ 2,400,000 2,400,000 8 At the time of the qualification by the SEC of the Company’s Offering Circular, pursuant to Regulation A, $ 1,000,000 0.001 1,000,000 In accordance with ASC 470-50-40-10 a modification or an exchange of debt that adds or eliminates a substantive conversion option as of the conversion date would always be considered substantial and require extinguishment accounting. We concluded the conversion features of the Amir 2021 note is substantial. As a result, we recorded a loss on the extinguishment of debt in the amount of $ 297,138 The Company’s Regulation A Offering Circular was qualified on June 11, 2021. As a result, the principal balance of $ 1,000,000 The Company amortized $ 180,084 0 The balance as of December 31, 2021 and December 31, 2020 were $ 1,269,864 0 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Related Party Transactions [Abstract] | ||
RELATED PARTY TRANSACTIONS | NOTE 13 – RELATED PARTY TRANSACTIONS As of December 31, 2020, the Company’s Chief Executive Officer had advanced $ 2,162,562 15,920 87,213 On February 2, 2021, the Company and Amir Ben-Yohanan, its Chief Executive Officer, entered into a promissory note in the total principal amount of $ 2,400,000 2,400,000 8 8 At the time of the qualification by the SEC of the Company’s Offering Circular, pursuant to Regulation A, $ 1,000,000 0.001 1,000,000 For the three months ended March 31, 2021, the Board of Directors approved and paid $ 285,000 For the three months ended June 30, 2021, the Board of Directors approved and paid $ 205,000 For the three months ended March 31, 2021, the Company’s Chief Executive Officer advanced an additional $ 135,000 For the three months ended March 31, 2022 and 2021, the Company paid $ 105,822 0 Effective March 4, 2021, the Company entered into three (3) separate director agreements with Amir Ben-Yohanan, Christopher Young, and Simon Yu. The Director Agreements set out terms and conditions of each of Mr. Ben-Yohanan’s, Mr. Young’s, and Mr. Yu’s role as a director of the Company. Mr. Young and Yu resigned from their officer and director positions with the Company on October 8, 2021. Pursuant to the Director Agreements, the Company agreed to compensate each of the Directors as follows: ● An issuance of 31,821 0.001 ● An issuance of a number of shares of Common Stock having a fair market value (as defined in each of the Director Agreements) of $ 25,000 As of March 31, 2022 and December 31, 2021, The Company has a payable balance owed to the sellers of Magiclytics of $ 97,761 and $ 97,761 from the acquisition of Magiclytics on February 3, 2021. On October 7, 2021, the Board of Directors of the Company appointed Dmitry Kaplun as the Company’s Chief Financial Officer. Pursuant to the terms of the Employment Agreement, the Board entered into a restricted stock award agreement (the “Restricted Stock Agreement”) dated October 7, 2021. Pursuant to the terms of the Restricted Stock Agreement, the Board granted Mr. Kaplun 58,824 25 On October 8, 2021, each of Christian Young, President, Secretary and Director of the Company, and Simon Yu, Chief Operating Officer and Director of the Company, resigned from all officer and director positions with the Company, effective immediately. Each of Mr. Young and Yu will continue to provide consulting services to the Company. The Company terminated their consulting agreement in the quarter ended December 31, 2021. On October 12, 2021, the Board appointed Massimiliano Musina to serve as a member of the Company’s Board of Directors. In connection with Mr. Musina’s appointment, the Company and Mr. Musina entered into an Independent Director Agreement dated October 12, 2021 (the “Director Agreement”). Pursuant to the terms of the Director Agreement, the Company agreed to issue to Mr. Musina each quarter a number of shares of common stock having a fair market value of $ 25,000 | NOTE 14 – RELATED PARTY TRANSACTIONS As of December 31, 2020, the Company’s Chief Executive Officer had advanced $ 2,162,562 15,920 87,213 On February 2, 2021 , the Company and Amir Ben-Yohanan, its Chief Executive Officer, entered into a promissory note in the total principal amount of $ 2,400,000 2,400,000 8 8 At the time of the qualification by the SEC of the Company’s Offering Circular, pursuant to Regulation A, $ 1,000,000 0.001 1,000,000 For the three months ended March 31, 2021, the Board of Directors approved and paid $ 285,000 For the three months ended June 30, 2021, the Board of Directors approved and paid $ 205,000 For the three months ended March 31, 2021, the Company’s Chief Executive Officer advanced an additional $ 135,000 For the three and nine months ended September 30, 2021, the Company paid the Company’s Chief Executive Officer interest of $ 0 67,163 Effective March 4, 2021, the Company entered into three (3) separate director agreements with Amir Ben-Yohanan, Christopher Young, and Simon Yu. The Director Agreements set out terms and conditions of each of Mr. Ben-Yohanan’s, Mr. Young’s, and Mr. Yu’s role as a director of the Company. Mr. Young and Yu resigned from their officer and director positions with the Company on October 8, 2021. Pursuant to the Director Agreements, the Company agreed to compensate each of the Directors as follows: ● An issuance of 31,821 0.001 ● An issuance of a number of shares of Common Stock having a fair market value (as defined in each of the Director Agreements) of $ 25,000 As of December 31, 2021 and December 31, 2020, The Company has a payable balance owed to the sellers of Magiclytics of $ 97,761 0 On October 7, 2021, the Board of Directors of the Company appointed Dmitry Kaplun as the Company’s Chief Financial Officer. Pursuant to the terms of the Employment Agreement, the Board entered into a restricted stock award agreement (the “Restricted Stock Agreement”) dated October 7, 2021. Pursuant to the terms of the Restricted Stock Agreement, the Board granted Mr. Kaplun 58,824 25 On October 8, 2021, each of Christian Young, President, Secretary and Director of the Company, and Simon Yu, Chief Operating Officer and Director of the Company, resigned from all officer and director positions with the Company, effective immediately. Each of Messrs. Young and Yu will continue to provide consulting services to the Company. On October 12, 2021, the Board appointed Massimiliano Musina to serve as a member of the Company’s Board of Directors. In connection with Mr. Musina’s appointment, the Company and Mr. Musina entered into an Independent Director Agreement dated October 12, 2021 (the “Director Agreement”). Pursuant to the terms of the Director Agreement, the Company agreed to issue to Mr. Musina each quarter a number of shares of common stock having a fair market value of $ 25,000 |
STOCKHOLDERS_ EQUITY (DEFICIT)
STOCKHOLDERS’ EQUITY (DEFICIT) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Equity [Abstract] | ||
STOCKHOLDERS’ EQUITY (DEFICIT) | NOTE 14 – STOCKHOLDERS’ EQUITY (DEFICIT) The Company’s authorized capital stock consists of 2,000,000,000 shares of common stock, par value $ 0.001 , and 50,000,000 shares of preferred stock, par value $ 0.001 . Preferred Stock As of March 31, 2022 and December 31, 2021, there was 1 On November 12, 2020, the Company filed a Certificate of Designations with the Secretary of State of Nevada to designate one share of the preferred stock of the Company as the Series X Preferred Stock of the Company. In November 2020, the Company issued and sold to the Company’s Chief Executive Officer 1 1.00 The Series X Preferred Stock shall not be convertible into shares of any other class of stock of the Company and entitled to receive any dividends paid on any other class of stock of the Company. In the event of any liquidation, dissolution or winding up of the Company, either voluntarily or involuntarily, a merger or consolidation of the Company wherein the Company is not the surviving entity, or a sale of all or substantially all of the assets of the Company, the Series X Preferred Stock shall not be entitled to receive any distribution of any of the assets or surplus funds of the Company and shall not participate with the Common Stock or any other class of stock of the Company therein. Common Stock As of March 31, 2022 and December 31, 2021, the Company had 2,000,000,000 shares of common stock authorized with a par value of $ 0.001 . There were 120,399,731 and 97,785,107 shares issued and outstanding as of March 31, 2022 and December 31, 2021, respectively. For the three months ended March 31, 2022, the Company issued 8,351,960 364,903 56,025 For the three months ended March 31, 2022, the Company issued 3,385,550 55,225 For the three months ended March 31, 2022, the Company issued 3,574,260 89,366 For the three months ended March 31, 2022, the Company issued 550,000 23,382 For the three months ended March 31, 2022, the Company issued 6,752,830 717,260 For the three months ended March 31, 2021, the Company issued 207,817 2,113,188 For the three months ended March 31, 2021, the Company issued 734,689 For the three months ended March 31, 2021, the Company issued 8,197 13,000 For the three months ended March 31, 2021, the Company issued 24,460 148,510 For the three months ended March 31, 2021, the Company issued 645,000 3,441,400 Warrants A summary of the Company’s stock warrants activity is as follows: SUMMARY OF WARRANTS ACTIVITY Number of Options (in thousands) Weighted- Average Exercise Price Weighted- Average Contractual Term Aggregate Intrinsic Value Outstanding at December 31, 2021 165,077 $ 2.05 4.9 - Granted - - Exercised - - Canceled - - Outstanding at March 31, 2022 165,077 $ 2.05 4.6 $ - Vested and expected to vest at December 31, 2021 165,077 $ 2.05 4.6 $ - Exercisable at March 31, 2022 165,077 $ 2.05 4.6 $ - No stock options were granted by the Company during the quarter ended March 31, 2022. The fair values of warrants granted in 2021 were estimated using the Black-Scholes option pricing model on the grant date using the following assumptions: SCHEDULE OF FAIR VALUE OF STOCK OPTIONS GRANTED ASSUMPTIONS March 31, 2022 Weighted-average grant date fair value per share $ 8.14 Risk-free interest rate 0.76 0.84 % Dividend yield — % Expected term (in years) 5 Volatility 368 369 % Equity Purchase Agreement and Registration Rights Agreement On November 2, 2021, the Company entered into an Equity Purchase Agreement (the “Agreement”) and Registration Rights Agreement (the “Registration Rights Agreement”) with Peak One Opportunity Fund, L.P., a Delaware limited Partnership (“Investor”), dated as of October 29, 2021, pursuant to which the Company shall have the right, but not the obligation, to direct Investor, to purchase up to $ 15,000,000 0.001 20,000.00 400,000 250 In exchange for Investor entering into the Agreement, the Company agreed, among other things, to (A) issue Investor and Peak One Investments, LLC, an aggregate of 70,000 The obligation of Investor to purchase the Company’s Common Stock shall begin on the date of the Agreement, and ending on the earlier of (i) the date on which Investor shall have purchased Common Stock pursuant to this Agreement equal to the Maximum Commitment Amount, (ii) twenty four (24) months after the date of the Agreement, (iii) written notice of termination by the Company to Investor (which shall not occur during any Valuation Period or at any time that Investor holds any of the Put Shares), (iv) the Registration Statement is no longer effective after the initial effective date of the Registration Statement, or (v) the date that the Company commences a voluntary case or any person commences a proceeding against the Company, a custodian is appointed for the Company or for all or substantially all of its property or the Company makes a general assignment for the benefit of its creditors (the “Commitment Period”). During the Commitment Period, the purchase price to be paid by Investor for the Common Stock under the Agreement shall be 95% of the Market Price, which is defined as the lesser of the (i) closing bid price of the Common Stock on the trading day immediately preceding the respective Put Date (as defined in the Agreement), or (ii) lowest closing bid price of the Common Stock during the Valuation Period (as defined in the Agreement), in each case as reported by Bloomberg Finance L.P or other reputable source designated by Investor. The Agreement and the Registration Rights Agreement contain customary representations, warranties, agreements and conditions to completing future sale transactions, indemnification rights and obligations of the parties. Among other things, Investor represented to the Company, that it is an “accredited investor” (as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”)), and the Company sold the securities in reliance upon an exemption from registration contained in Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder. For the three months ended March 31, 2022, the Company issued 8,351,960 364,903 56,025 | NOTE 15 – STOCKHOLDERS’ EQUITY (DEFICIT) On July 7, 2020, the Company increased the authorized capital stock of the Company to 550,000,000 500,000,000 0.001 50,000,000 0.001 Preferred Stock As of December 31, 2021 and December 31, 2020, there was 1 On November 12, 2020, the Company filed a Certificate of Designations with the Secretary of State of Nevada to designate one share of the preferred stock of the Company as the Series X Preferred Stock of the Company. In November 2020, the Company issued and sold to the Company’s Chief Executive Officer 1 1.00 The Series X Preferred Stock shall not be convertible into shares of any other class of stock of the Company and entitled to receive any dividends paid on any other class of stock of the Company. In the event of any liquidation, dissolution or winding up of the Company, either voluntarily or involuntarily, a merger or consolidation of the Company wherein the Company is not the surviving entity, or a sale of all or substantially all of the assets of the Company, the Series X Preferred Stock shall not be entitled to receive any distribution of any of the assets or surplus funds of the Company and shall not participate with the Common Stock or any other class of stock of the Company therein. Common Stock As of December 31, 2021 and December 31, 2020, the Company had 500,000,000 0.001 97,785,107 92,682,632 For the year ended December 31, 2021, the Company issued 1,011,720 963,061 79,800 9,606 185,166 For the year ended December 31, 2021, the Company issued 874,999 For the year ended December 31, 2021, the Company issued 1,577,079 6,056,491 For the year ended December 31, 2021, the Company issued 305,747 1,040,181 91,519 For the year ended December 31, 2021, the Company issued 219,850 471,443 For the year ended December 31, 2021, the Company issued 1,113,080 6,571,530 For the year ended December 31, 2021, the Company issued warrants at fair value of $ 15,797 For the year ended December 31, 2021, the Company issued warrants at fair value of $ 211,633 For the year ended December 31, 2021, the Company recorded $ 51,000 On November 12, 2020, pursuant to the terms of the Share Exchange Agreement, the Company issued 46,811,195 200 0.0001 100 For the period from January 2, 2020 (inception) to December 31, 2020, the Company issued 30,231 73,582 For the period from January 2, 2020 (inception) to December 31, 2020, the Company issued 10,833 7,500 27,040 For the period from January 2, 2020 (inception) to December 31, 2020 , the Company issued 18,182 50,000 For the period from January 2, 2020 (inception) to December 31, 2020, the Company recorded $ 46,541 Warrants A summary of the Company’s stock warrants activity is as follows: SUMMARY OF WARRANTS ACTIVITY Number of Options (in thousands) Weighted- Average Exercise Price Weighted- Average Contractual Term Aggregate Intrinsic Value Outstanding at December 31, 2020 - $ - Granted 165,077 2.05 Exercised - - Canceled - - Outstanding at December 31, 2021 165,077 $ 2.05 4.9 $ - Vested and expected to vest at December 31, 2021 165,077 $ 2.05 4.9 $ - Exercisable at December 31, 2021 165,077 $ 2.05 4.9 $ - No stock options were granted by the Company during the year ended December 31, 2020. The fair values of warrants granted in 2021 were estimated using the Black-Scholes option pricing model on the grant date using the following assumptions: SCHEDULE OF FAIR VALUE OF STOCK OPTIONS GRANTED ASSUMPTIONS December 31, 2021 Weighted-average grant date fair value per share $ 8.14 Risk-free interest rate 0.76 0.84 % Dividend yield - % Expected term (in years) 5 Volatility 368 369 % Equity Purchase Agreement and Registration Rights Agreement On November 2, 2021, Clubhouse Media Group, Inc (the “Company”) entered into an Equity Purchase Agreement (the “Agreement”) and Registration Rights Agreement (the “Registration Rights Agreement”) with Peak One Opportunity Fund, L.P., a Delaware limited Partnership (“Investor”), dated as of October 29, 2021, pursuant to which the Company shall have the right, but not the obligation, to direct Investor, to purchase up to $ 15,000,000.00 0.001 20,000.00 400,000.00 250 In exchange for Investor entering into the Agreement, the Company agreed, among other things, to (A) issue Investor and Peak One Investments, LLC, an aggregate of 70,000 The obligation of Investor to purchase the Company’s Common Stock shall begin on the date of the Agreement, and ending on the earlier of (i) the date on which Investor shall have purchased Common Stock pursuant to this Agreement equal to the Maximum Commitment Amount, (ii) twenty four (24) months after the date of the Agreement, (iii) written notice of termination by the Company to Investor (which shall not occur during any Valuation Period or at any time that Investor holds any of the Put Shares), (iv) the Registration Statement is no longer effective after the initial effective date of the Registration Statement, or (v) the date that the Company commences a voluntary case or any person commences a proceeding against the Company, a custodian is appointed for the Company or for all or substantially all of its property or the Company makes a general assignment for the benefit of its creditors (the “Commitment Period”). During the Commitment Period, the purchase price to be paid by Investor for the Common Stock under the Agreement shall be 95 The Agreement and the Registration Rights Agreement contain customary representations, warranties, agreements and conditions to completing future sale transactions, indemnification rights and obligations of the parties. Among other things, Investor represented to the Company, that it is an “accredited investor” (as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”)), and the Company sold the securities in reliance upon an exemption from registration contained in Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder. For the year ended December 31, 2021, the Company issued 754,090 117,771 79,800 9,606 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | ||
COMMITMENTS AND CONTINGENCIES | NOTE 15 – COMMITMENTS AND CONTINGENCIES On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus originating in Wuhan, China (the “COVID-19 outbreak”), and the risks to the international community as the virus spreads globally beyond its point of origin. In March 2020, the WHO classified the COVID-19 outbreak as a pandemic, based on the rapid increase in exposure globally. The Company’s suppliers may decrease production levels based on factory closures and reduced operating hours in those facilities. Likewise, the Company is dependent on its workforce to deliver its products. Developments such as social distancing and shelter-in-place directives may impact the Company’s ability to deploy its workforce effectively. The full impact of the COVID-19 outbreak continues to evolve as of the date of this report. As such, it is uncertain as to the full magnitude that the pandemic will have on the Company’s financial condition, liquidity, and future results of operations. Management is actively monitoring the impact of the global situation on its financial condition, liquidity, operations, suppliers, industry, and workforce. The Company cannot estimate the length or gravity of the impact of the COVID-19 outbreak at this time. If the pandemic continues, it may have a material effect on the Company’s results of future operations, financial position, and liquidity in the next 12 months. On March 27, 2020, then-President Trump signed into law the “Coronavirus Aid, Relief, and Economic Security (CARES) Act.” The CARES Act, among other things, includes provisions relating to refundable payroll tax credits, deferment of employer side social security payments, net operating loss carryback periods, alternative minimum tax credit refunds, modifications to the net interest deduction limitations, increased limitations on qualified charitable contributions, and technical corrections to tax depreciation methods for qualified improvement property. It also appropriated funds for the SBA Paycheck Protection Program loans that are forgivable in certain situations to promote continued employment, as well as Economic Injury Disaster Loans to provide liquidity to small businesses harmed by COVID-19. The Company did not obtain CARES Act relief financing under the Paycheck Protection Program (“PPP Loans”) for each of its operating subsidiaries. The Company continues to examine the impact that the CARES Act may have on our business. Currently, management is unable to determine the total impact that the CARES Act will have on our financial condition, results of operations, or liquidity. | NOTE 16 – COMMITMENTS AND CONTINGENCIES On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus originating in Wuhan, China (the “COVID-19 outbreak”), and the risks to the international community as the virus spreads globally beyond its point of origin. In March 2020, the WHO classified the COVID-19 outbreak as a pandemic, based on the rapid increase in exposure globally. The Company’s suppliers may decrease production levels based on factory closures and reduced operating hours in those facilities. Likewise, the Company is dependent on its workforce to deliver its products. Developments such as social distancing and shelter-in-place directives may impact the Company’s ability to deploy its workforce effectively. The full impact of the COVID-19 outbreak continues to evolve as of the date of this report. As such, it is uncertain as to the full magnitude that the pandemic will have on the Company’s financial condition, liquidity, and future results of operations. Management is actively monitoring the impact of the global situation on its financial condition, liquidity, operations, suppliers, industry, and workforce. The Company cannot estimate the length or gravity of the impact of the COVID-19 outbreak at this time. If the pandemic continues, it may have a material effect on the Company’s results of future operations, financial position, and liquidity in the next 12 months. On March 27, 2020, President Trump signed into law the “Coronavirus Aid, Relief, and Economic Security (CARES) Act.” The CARES Act, among other things, includes provisions relating to refundable payroll tax credits, deferment of employer side social security payments, net operating loss carryback periods, alternative minimum tax credit refunds, modifications to the net interest deduction limitations, increased limitations on qualified charitable contributions, and technical corrections to tax depreciation methods for qualified improvement property. It also appropriated funds for the SBA Paycheck Protection Program loans that are forgivable in certain situations to promote continued employment, as well as Economic Injury Disaster Loans to provide liquidity to small businesses harmed by COVID-19. The Company did not obtain CARES Act relief financing under the Paycheck Protection Program (“PPP Loans”) for each of its operating subsidiaries. The Company continues to examine the impact that the CARES Act may have on our business. Currently, management is unable to determine the total impact that the CARES Act will have on our financial condition, results of operations, or liquidity. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Subsequent Events [Abstract] | ||
SUBSEQUENT EVENTS | NOTE 16 – SUBSEQUENT EVENTS The Company has evaluated events subsequent to March 31, 2022, to assess the need for potential recognition or disclosure in the consolidated financial statements. Such events were evaluated through April 15, 2022, the date and time the consolidated financial statements were issued, and it was determined that no subsequent events, except as follows, occurred that required recognition or disclosure in the consolidated financial statements. Ben-Yohanan Employment Agreement On April 1, 2022, the Company entered into an employment agreement with Amir Ben-Yohanan, the Company’s Chief Executive Officer, effective April 11, 2022. The terms of the employment agreement are substantially similar to the terms of Mr. Ben-Yohanan’s prior employment agreement with the Company. Accordingly, pursuant to the terms of the employment agreement, Mr. Ben-Yohanan will continue to serve as Chief Executive Officer of the Company, reporting to the Board of Directors (the “Board”). As compensation for Mr. Ben-Yohanan’s services, the Company agreed to pay Mr. Mr. Ben-Yohanan an annual base salary of $ 400,000 15,000 220,000 (i) If the Company’s Board determines that the Company has sufficient cash on hand to pay all or a portion of the Optional Portion in cash, such amount shall be paid in cash. (ii) If the Board determines that the Company does not have sufficient cash on hand to pay all of the Optional Portion in cash, then the portion of the Optional Portion which the Board determines that the Company has sufficient cash on hand to pay in cash will be paid in cash, and the remainder (the “Deferred Portion”) will either: a. be paid at a later date, when the Board determines that the Company has sufficient cash on hand to enable the Company to pay the Deferred Portion; or b. will not be paid in cash – and instead, the Company will issue shares of Company Common Stock equal to (A) the Deferred Portion, divided by (B) the VWAP (as defined in the employment agreement) as of the (B) date of issuance of such shares of Company Common Stock. In addition, pursuant to the employment agreement, Mr. Ben-Yohanan is entitled to be paid discretionary annual bonuses as determined by the Board, and is also entitled to receive fringe benefits, such as, but not limited to, reimbursement for reimbursement for all reasonable and necessary out-of-pocket business, entertainment and travel, vacation days, and certain insurances. The initial term of the employment agreement is one year from April 11, 2022, unless earlier terminated. Thereafter, the term is automatically extended on an annual basis for terms of one year each, unless either the Company or Mr. Ben-Yohanan provides notice to the other party of their desire to not so renew the term of the agreement (as applicable) at least 30 days prior to the expiration of the then-current term. Mr. Ben-Yohanan’s employment with the Company shall be “at will,” meaning that either Mr. Ben-Yohanan or the Company may terminate Mr. Ben-Yohanan’s employment at any time and for any reason, subject to certain terms and conditions. The Company may terminate the employment agreement at any time, with or without “cause”, as defined in the employment agreement and Mr. Ben-Yohanan may terminate the employment agreement at any time, with or without “good reason”, as defined in the employment agreement. If the Company terminates the employment agreement for cause or Mr. Ben-Yohanan terminates the employment agreement without good reason, Mr. Ben-Yohanan will be entitled to be paid any unpaid salary owed or accrued, including the issuance of any shares of Company Common Stock owed or accrued (as compensation) as of the termination date. In the event that there was any Deferred Portion which had been agreed to be paid in cash, such Deferred Portion instead will be paid in shares of Company Common Stock as though such amount had been agreed to be paid via the issuance of shares of Company Common Stock. Mr. Ben-Yohanan will also be entitled to payment for any unreimbursed expenses as of the termination date. However, any unvested portion of any equity granted to Mr. Ben-Yohanan will be immediately forfeited as of the termination date. 2022 Equity Incentive Plan On April 19, 2022, the board of directors (the “Board”) of the Company and stockholders holding a majority of the Company’s voting power approved the Clubhouse Media Group, Inc. 2022 Equity Incentive Plan (the “2022 Plan”). Authorized Shares A total of 26,000,000 Additionally, if any award issued pursuant to the 2022 Plan expires or becomes unexercisable without having been exercised in full, is surrendered pursuant to an exchange program, as provided in the 2022 Plan, or, with respect to restricted stock, restricted stock units (“RSUs”), performance units or performance shares, is forfeited to or repurchased by the Company due to the failure to vest, the unpurchased shares (or for awards other than stock options or stock appreciation rights the forfeited or repurchased shares) which were subject thereto will become available for future grant or sale under the 2022 Plan (unless the 2022 Plan has terminated). With respect to stock appreciation rights, only shares actually issued pursuant to a stock appreciation right will cease to be available under the 2022 Plan; all remaining shares under stock appreciation rights will remain available for future grant or sale under the 2022 Plan (unless the 2022 Plan has terminated). Shares that have actually been issued under the 2022 Plan under any award will not be returned to the 2022 Plan and will not become available for future distribution under the 2022 Plan; provided, however, that if shares issued pursuant to awards of restricted stock, restricted stock units, performance shares or performance units are repurchased by the Company or are forfeited to the Company due to the failure to vest, such shares will become available for future grant under the 2022 Plan. Shares used to pay the exercise price of an award or to satisfy the tax withholdings related to an award will become available for future grant or sale under the 2022 Plan. To the extent an award under the 2022 Plan is paid out in cash rather than shares, such cash payment will not result in reducing the number of shares available for issuance under the 2022 Plan. Notwithstanding the foregoing and, subject to adjustment as provided in the 2022 Plan, the maximum number of shares that may be issued upon the exercise of incentive stock options will equal the aggregate share number stated above, plus, to the extent allowable under Section 422 of the Internal Revenue Code of 1986, as amended, and regulations promulgated thereunder, any shares that become available for issuance under the 2022 Plan in accordance with the foregoing. Increase in Authorized Shares and Other Articles Amendments On April 19, 2022, the Company filed Articles of Amendment (the “Amendment”) to the Company’s Articles of Incorporation (the “Articles”) with the Nevada Secretary of State that had the effect of increasing the authorized shares of common stock from 500,000,000 2,000,000,000 In addition, the Amendment had the effect of making certain changes with respect to the vote required for any subsequent changes to the numbers of authorized shares of classes or series of the Company’s stock. As amended, the Articles provide that, except as otherwise required by the Nevada Revised Statutes, the Articles, or any designation for a class of preferred stock, (i) all shares of the Company’s capital stock will vote together as one class on all matters submitted to a vote of the Company’s stockholders, and (ii) the affirmative vote of a majority of the voting power of all outstanding shares of voting stock entitled to vote in connection with the applicable matter will be required for approval of such matter. For the avoidance of doubt, the intent of the provisions is, and the operation of the provisions will be, that, without limitation, (i) in the event that the vote of the Company’s shareholders is otherwise required by the NRS, the number of authorized shares of common stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the Company’s stock entitled to vote irrespective of Section 78.2055 or Section 78.207 of the NRS, with no vote of any holders of a particular class of stock, voting as a separate class, being required; and (ii) in the event that the vote of the Company’s shareholders is otherwise required by the NRS, unless otherwise set forth in a certificate of designations for the applicable class of preferred stock, the number of authorized shares of any class of preferred stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the Company’s stock entitled to vote irrespective of Section 78.2055 or Section 78.207 of the NRS, with no vote of any holders of a particular class of stock, voting as a separate class, being required. None of these provisions will otherwise affect or limit the power of the Board to change the number of shares of a class or series of authorized stock by increasing or decreasing the number of authorized shares of the class or series and correspondingly increasing or decreasing the number of issued and outstanding shares of the same class or series held by each shareholder without a vote of the shareholders, as set forth in Section 78.207 of the NRS. Except as specifically required by the NRS or as set forth in any designation for a class of preferred stock, the holders of each class of the Company’s stock are specifically denied the right to vote as a separate class on any proposed Articles amendment that would adversely alter or change any preference or any relative or other right given to any class or series of outstanding shares. The Company’s Board of Directors approved the Amendment on April 18, 2022. On April 19, 2022, stockholders holding a majority of the Company’s voting power approved, among other things, the Amendment on April 18, 2022. Equity Issuances For the months ended April 30, 2022, the Company issued 16,766,000 shares to Labrys for conversion of convertible note payable principal and interest of $ 413,932 For the months ended April 30, 2022, the Company issued 2,500,000 34,874 For the months ended April 30, 2022, the Company issued 2,820,000 70,500 For the months ended April 30, 2022, the Company issued 928,832 18,208 | NOTE 18 – SUBSEQUENT EVENTS The Company has evaluated events subsequent to December 31, 2021, to assess the need for potential recognition or disclosure in the consolidated financial statements. Such events were evaluated through March 29, 2022, the date and time the consolidated financial statements were issued, and it was determined that no subsequent events, except as follows, occurred that required recognition or disclosure in the consolidated financial statements. On January 4, 2022, Gary Marenzi, a member of the Board of Directors of the Company, resigned from his position as a Board member, effectively immediately. Mr. Marenzi’s resignation is not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. Fast Capital, LLC Convertible Note Payable On January 13, 2022, the Company entered into a Securities Purchase Agreement, dated as of January 10, 2022, by and between the Company and Fast Capital, LLC. Pursuant to the terms of the SPA, the Company agreed to issue and sell, and Fast Capital, LLC agreed to purchase (the “Purchase”), a 10% 120,000 10,000 110,000 The Note bears interest at a rate of 10 January 10, 2023 SCHEDULE OF PENALITIES AND PREMIUM Prepay Date Prepay Amount On or before 30 days 115 31 – 60 days 120 61 – 90 days 125 91 – 120 days 130 121 – 150 days 135 151 – 180 days 140 The Note may not be prepaid after the 180 th The Buyer has the right from time to time, and at any time after 180 days to convert all or any part of the outstanding and unpaid principal amount of the Fast Capital Note into common stock, subject to a 4.99 The conversion price of the Fast Capital Note equals 70% of the lowest trading price of the Company’s common stock for the 20 prior trading days, including the day upon which a notice of conversion is delivered. Sixth Street Lending Convertible Note Payable On January 12, 2022, the Company entered into a Securities Purchase Agreement, dated January 12, 2022, by and between the Company and Sixth Street Lending LLC. Pursuant to the terms of the SPA, the Company agreed to issue and sell, and Sixth Street Lending LLC agreed to purchase (the “Purchase”), a convertible promissory note in the aggregate principal amount of $ 70,125 6,375 63,750 The Sixth Street Note #2 bears interest at a rate of 10 January 12, 2023 22 The Buyer has the right from time to time, and at any time during the period beginning on the date that is 180 days following January 12, 2022 and ending on the later of (i) January 12, 2023, and (ii) the date of payment of the Default Amount, to convert all or any part of the outstanding and unpaid principal amount of the Note into common stock, subject to a 4.99 The conversion price of the Sixth Street Note #2 equals the lesser of the Variable Conversion Price (as hereinafter defined) and $ 1.00 Convertible Promissory Note – Tiger Trout Capital Puerto Rico On January 28, 2022, the parties to the Tiger Trout Note entered into Amendment No. 1 to Convertible Promissory Note, dated as of January 25, 2022 (the “Note Amendment”). Pursuant to the terms of the Note Amendment, the maturity date of the Tiger Trout Note was extended to August 24, 2022 388,378 1,928,378 2,083,090 1,928,378 154,712 1,928,378 10% Convertible Promissory Note – ProActive Capital SPV I, LLC On January 20, 2021, the Company issued to ProActive Capital SPV I, LLC (“ProActive”) a convertible promissory note in the aggregate principal amount of $ 250,000 225,000 25,000 January 20, 2022 On February 8, 2022, the parties to the ProActive Note entered into Amendment No. 1 to Convertible Promissory Note, dated as of February 4, 2022 (the “Note Amendment”). Pursuant to the terms of the Note Amendment, the maturity date of the ProActive Note was extended to September 20, 2022 50,000 300,000 275,000 250,000 25,000 300,000 10 Convertible Promissory Note – ONE44 Note On February 16, 2022, the Company entered into a Securities Purchase Agreement, (the “ONE44 SPA”) by and between the Company and ONE44 Capital LLC (“ONE44”). Pursuant to the terms of the ONE44 SPA, the Company agreed to issue and sell, and ONE44 agreed to purchase, a convertible promissory note in the aggregate principal amount of $ 175,500 17,500 158,000 400,000 The ONE44 Note bears interest at a rate of 4 February 16, 2023 SCHEDULE OF PENALITIES AND PREMIUM Prepay Date Prepay Amount ≤ 60 days 120 61-120 days 130 121-150 days 140 151-180 days 150 The ONE44 Note may not be prepaid after the 180 th ONE44 is entitled, at its option, at any time after the sixth monthly anniversary of cash payment, to convert all or any amount then outstanding under the ONE44 Note into shares of common stock at a price per share equal to 65% of the average of the three lowest daily VWAPs of the Company’s common stock for the 20 prior trading days, subject to a 4.99 If an Event of Default (as defined in the ONE44 Note) occurs, unless cured within five days or waived, ONE44 may consider the ONE44 Note immediately due and payable and interest will accrue at a rate of 24 % per annum, in addition to certain other remedies. For the months ended January 31, 2022, the Company issued 6,377,239 662,471 For the months ended January 31, 2022, the Company issued 3,351,982 241,982 For the months ended January 31, 2022, the Company issued 375,601 59,721 For the months ended February 28, 2022, the Company issued 151,281 10,917 For the months ended February 28, 2022, the Company issued 3,000,000 179,993 For the months ended February 28, 2022, the Company issued 400,000 16,390 For the months ended March 29, 2022, the Company issued 388,211 10,203 For the months ended March 29, 2022, the Company issued 3,574,265 89,364 For the months ended March 29, 2022, the Company issued 1,000,000 For the months ended March 29, 2022, the Company issued 150,000 6,525 |
OTHER ASSETS
OTHER ASSETS | 12 Months Ended |
Dec. 31, 2021 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
OTHER ASSETS | NOTE 8 – OTHER ASSETS As of December 31, 2021 and December 31, 2020, other assets consist of security deposit of $ 0 219,000 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 17 – INCOME TAXES Income tax provision is summarized as follows: The actual income tax provision differs from the “expected” tax computed by applying the Federal corporate tax rate of 21 SCHEDULE OF PROVISION FOR FEDERAL INCOME TAXES 2021 2020 Year Ended December 31, 2021 2020 “Expected” income tax benefit $ 4,826,146 $ 541,321 Decrease in valuation allowance (4,826,146 ) (541,321 ) Income tax provision $ - $ - The cumulative tax effect at the expected rate of 21 21 SCHEDULE OF NET DEFERRED TAX ASSETS 2020 2019 December 31, 2020 2019 Deferred tax assets: Net operating loss carry forwards $ 5,367,467 $ 541,321 Valuation allowance (5,367,467 ) (541,321 ) Net deferred tax gross - - Net deferred tax assets $ - $ - As of December 31, 2021, we had approximately 5,367,467 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
Basis of presentation | Basis of presentation These unaudited consolidated financial statements have been prepared in accordance with GAAP and include all adjustments necessary for the fair presentation of the Company’s financial position for the periods presented. The unaudited consolidated balance sheet as of March 31, 2022 was derived from the Company’s audited consolidated financial statements at that date. The accompanying unaudited consolidated interim financial statements should be read in conjunction with the audited consolidated financial statements and related notes thereto for the year ended December 31, 2021 included in the Company’s Annual Report on Form 10-K filed by the Company with the Securities and Exchange Commission, or the SEC, on March 29, 2022, or the Annual Report. Interim results for the three months ended March 31, 2022 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2022. | Basis of presentation These consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) and include all adjustments necessary for the fair presentation of the Company’s financial position for the periods presented. |
Principles of Consolidation | Principles of Consolidation The unaudited consolidated financial statements include the financial statements of the Company and its subsidiaries. All significant inter-company transactions and balances have been eliminated in consolidation. | Principles of Consolidation The consolidated financial statements include the financial statements of the Company and its subsidiaries. All significant inter-company transactions and balances have been eliminated in consolidation. |
Use of Estimates | Use of Estimates In preparing the consolidated financial statements in conformity with GAAP, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the dates of the consolidated financial statements, as well as the reported amounts of revenues and expenses during the reporting period. Significant estimates and assumptions made by management include, but are not limited to, revenue recognition, the allowance for bad debt, useful life of fixed assets, income taxes and unrecognized tax benefits, valuation allowance for deferred tax assets, and assumptions used in assessing impairment of long-lived assets. Actual results could differ from those estimates. | Use of Estimates In preparing the consolidated financial statements in conformity with U.S. GAAP, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the dates of the consolidated financial statements, as well as the reported amounts of revenues and expenses during the reporting period. Significant estimates and assumptions made by management include, but are not limited to, revenue recognition, the allowance for bad debt, useful life of fixed assets, income taxes and unrecognized tax benefits, valuation allowance for deferred tax assets, and assumptions used in assessing impairment of long-lived assets. Actual results could differ from those estimates. |
Reverse Merger Accounting | Reverse Merger Accounting The Merger was accounted for as a reverse-merger and recapitalization in accordance with GAAP. WOHG was the acquirer for financial reporting purposes and Clubhouse Media Group, Inc. was the acquired company. Consequently, the assets and liabilities and the operations that are reflected in the historical financial statements prior to the Merger will be those of WOHG and will be recorded at the historical cost basis of WOHG since its inception on January 2, 2020. The consolidated financial statements after completion of the Merger include the assets and liabilities of the Company and WOHG, historical operations of WOHG since its inception on January 2, 2020 to the closing date of the merger, and operations of the Company from the closing date of the Merger. Common stock and the corresponding capital amounts of the Company pre-merger have been retroactively restated as capital stock shares reflecting the exchange ratio in the Merger. In conjunction with the Merger, WOHG received no cash and assumed no liabilities from Clubhouse Media Group, Inc. All members of the Company’s executive management are from WOHG. | Reverse Merger Accounting The Merger was accounted for as a reverse-merger and recapitalization in accordance with accounting principles generally accepted in the United States of America (“GAAP”). WOHG was the acquirer for financial reporting purposes and Clubhouse Media Group, Inc. was the acquired company. Consequently, the assets and liabilities and the operations that are reflected in the historical financial statements prior to the Merger will be those of WOHG and will be recorded at the historical cost basis of WOHG since its inception on January 2, 2020. The consolidated financial statements after completion of the Merger include the assets and liabilities of the Company and WOHG, historical operations of WOHG since its inception on January 2, 2020 to the closing date of the merger, and operations of the Company from the closing date of the Merger. Common stock and the corresponding capital amounts of the Company pre-merger have been retroactively restated as capital stock shares reflecting the exchange ratio in the Merger. In conjunction with the Merger, WOHG received no cash and assumed no liabilities from Clubhouse Media Group, Inc. All members of the Company’s executive management are from WOHG. |
Business Combination | Business Combination The Company applies the provisions of the Financial Accounting Standards Board’s (the “FASB”) Accounting Standards Codification (“ASC”) 805, Business Combinations, in accounting for its acquisitions. It requires the Company to recognize separately from goodwill the assets acquired and the liabilities assumed, at the acquisition date fair values. Goodwill as of the acquisition date is measured as the excess of consideration transferred over the acquisition date fair values of the net assets acquired and the liabilities assumed. While the Company uses its best estimates and assumptions to accurately value assets acquired and liabilities assumed at the acquisition date as well as contingent consideration, where applicable, its estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, which may be up to one year from the acquisition date, the Company records adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. Upon the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to the consolidated statements of operations. | Business Combination The Company applies the provisions of the Financial Accounting Standards Board’s (the “FASB”) Accounting Standards Codification (“ASC”) 805, Business Combinations, in accounting for its acquisitions. It requires the Company to recognize separately from goodwill the assets acquired and the liabilities assumed, at the acquisition date fair values. Goodwill as of the acquisition date is measured as the excess of consideration transferred over the acquisition date fair values of the net assets acquired and the liabilities assumed. While the Company uses its best estimates and assumptions to accurately value assets acquired and liabilities assumed at the acquisition date as well as contingent consideration, where applicable, its estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, which may be up to one year from the acquisition date, the Company records adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. Upon the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to the consolidated statements of operations. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash equivalents consist of highly liquid investments with maturities of three months or less when purchased. Cash and cash equivalents are on deposit with financial institutions without any restrictions. The Company maintains its cash with high credit quality financial institutions; at times, such balances with any one financial institution may exceed Federal Deposit Insurance Corporation (“FDIC”) insured limits. | Cash and Cash Equivalents Cash equivalents consist of highly liquid investments with maturities of three months or less when purchased. Cash and cash equivalents are on deposit with financial institutions without any restrictions. The Company maintains its cash with high credit quality financial institutions; at times, such balances with any one financial institution may exceed Federal Deposit Insurance Corporation (“FDIC”) insured limits. |
Advertising | Advertising Advertising costs are expensed when incurred and are included in selling, general, and administrative expense in the accompanying consolidated statements of operations. We incurred advertising expenses of $ 45,758 239,414 | Advertising Advertising costs are expensed when incurred and are included in selling, general, and administrative expense in the accompanying consolidated statements of operations. We incurred advertising expenses of $ 118,697 27,810 |
Accounts Receivable | Accounts Receivable The Company’s accounts receivable arises from providing services. The Company does not adjust its receivables for the effects of a significant financing component at contract inception if it expects to collect the receivables in one year or less from the time of sale. The Company does not expect to collect receivables greater than one year from the time of sale. The Company’s policy is to maintain an allowance for potential credit losses on accounts receivable. Management reviews the composition of accounts receivable and analyzes historical bad debts, customer concentrations, customer credit worthiness, current economic trends and changes in customer payment patterns to evaluate the adequacy of these reserves. Amounts determined to be uncollectible are charged or written-off against the reserve. As of March 31, 2022 and December 31, 2021, there were $ 0 0 | Accounts Receivable The Company’s accounts receivable arises from providing services. The Company does not adjust its receivables for the effects of a significant financing component at contract inception if it expects to collect the receivables in one year or less from the time of sale. The Company does not expect to collect receivables greater than one year from the time of sale. The Company’s policy is to maintain an allowance for potential credit losses on accounts receivable. Management reviews the composition of accounts receivable and analyzes historical bad debts, customer concentrations, customer credit worthiness, current economic trends and changes in customer payment patterns to evaluate the adequacy of these reserves. Amounts determined to be uncollectible are charged or written-off against the reserve. As of December 31, 2021 and 2020, there were $ 0 0 |
Property and equipment, net | Property and equipment, net Plant and equipment are stated at cost less accumulated depreciation and impairment. Depreciation of property, plant and equipment and are calculated on the straight-line method over their estimated useful lives or lease terms generally as follows: SCHEDULE OF PROPERTY AND EQUIPMENT, NET ESTIMATED USEFUL LIVES Classification Useful Life Equipment 3 | Property and equipment, net Plant and equipment are stated at cost less accumulated depreciation and impairment. Depreciation of property, plant and equipment and are calculated on the straight-line method over their estimated useful lives or lease terms generally as follows: SCHEDULE OF PROPERTY AND EQUIPMENT, NET ESTIMATED USEFUL LIVES Classification Useful Life Equipment 3 |
Lease | Lease On January 2, 2020, the Company adopted ASC Topic 842, Leases, or ASC 842, using the modified retrospective transition method with a cumulative effect adjustment to accumulated deficit as of January 1, 2019, and accordingly, modified its policy on accounting for leases as stated below. As described under “Recently Adopted Accounting Pronouncements,” below, the primary impact of adopting ASC 842 for the Company was the recognition in the consolidated balance sheet of certain lease-related assets and liabilities for operating leases with terms longer than 12 months. The Company elected to use the short-term exception and does not record assets/liabilities for short term leases as of March 31, 2022 and December 31, 2021. The Company’s leases primarily consist of facility leases which are classified as operating leases. The Company assesses whether an arrangement contains a lease at inception. The Company recognizes a lease liability to make contractual payments under all leases with terms greater than twelve months and a corresponding right-of-use asset, representing its right to use the underlying asset for the lease term. The lease liability is initially measured at the present value of the lease payments over the lease term using the collateralized incremental borrowing rate since the implicit rate is unknown. Options to extend or terminate a lease are included in the lease term when it is reasonably certain that the Company will exercise such an option. The right-of-use asset is initially measured as the contractual lease liability plus any initial direct costs and prepaid lease payments made, less any lease incentives. Lease expense is recognized on a straight-line basis over the lease term. Leased right-of-use assets are subject to impairment testing as a long-lived asset at the asset-group level. The Company monitors its long-lived assets for indicators of impairment. As the Company’s leased right-of-use assets primarily relate to facility leases, early abandonment of all or part of facility as part of a restructuring plan is typically an indicator of impairment. If impairment indicators are present, the Company tests whether the carrying amount of the leased right-of-use asset is recoverable including consideration of sublease income, and if not recoverable, measures impairment loss for the right-of-use asset or asset group. | Lease On January 2, 2020, the Company adopted ASC Topic 842, Leases, or ASC 842, using the modified retrospective transition method with a cumulative effect adjustment to accumulated deficit as of January 1, 2019, and accordingly, modified its policy on accounting for leases as stated below. As described under “Recently Adopted Accounting Pronouncements,” below, the primary impact of adopting ASC 842 for the Company was the recognition in the consolidated balance sheet of certain lease-related assets and liabilities for operating leases with terms longer than 12 months. The Company elected to use the short-term exception and does not record assets/liabilities for short term leases as of December 31, 2021 and 2020. The Company’s leases primarily consist of facility leases which are classified as operating leases. The Company assesses whether an arrangement contains a lease at inception. The Company recognizes a lease liability to make contractual payments under all leases with terms greater than twelve months and a corresponding right-of-use asset, representing its right to use the underlying asset for the lease term. The lease liability is initially measured at the present value of the lease payments over the lease term using the collateralized incremental borrowing rate since the implicit rate is unknown. Options to extend or terminate a lease are included in the lease term when it is reasonably certain that the Company will exercise such an option. The right-of-use asset is initially measured as the contractual lease liability plus any initial direct costs and prepaid lease payments made, less any lease incentives. Lease expense is recognized on a straight-line basis over the lease term. Leased right-of-use assets are subject to impairment testing as a long-lived asset at the asset-group level. The Company monitors its long-lived assets for indicators of impairment. As the Company’s leased right-of-use assets primarily relate to facility leases, early abandonment of all or part of facility as part of a restructuring plan is typically an indicator of impairment. If impairment indicators are present, the Company tests whether the carrying amount of the leased right-of-use asset is recoverable including consideration of sublease income, and if not recoverable, measures impairment loss for the right-of-use asset or asset group. |
Revenue Recognition | Revenue Recognition In May 2014 the FASB issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606), which supersedes all existing revenue recognition requirements, including most industry specific guidance. This new standard requires a company to recognize revenues when it transfers goods or services to customers in an amount that reflects the consideration that the company expects to receive for those goods or services. The FASB subsequently issued the following amendments to ASU No. 2014-09 that have the same effective date and transition date: ASU No. 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations; ASU No. 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing; ASU No. 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients; and ASU No. 2016-20, Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers. The Company adopted these amendments with ASU 2014-09 (collectively, the new revenue standards). Under the new revenue standards, the Company recognizes revenues when its customer obtains control of promised goods or services, in an amount that reflects the consideration which it expects to receive in exchange for those goods. The Company recognizes revenues following the five step model prescribed under ASU No. 2014-09: (i) identify contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenues when (or as) we satisfy the performance obligation. The Company recognized revenue from providing temporary and permanent staffing solutions and sale of consumer products. | Revenue Recognition In May 2014 the FASB issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606), which supersedes all existing revenue recognition requirements, including most industry specific guidance. This new standard requires a company to recognize revenues when it transfers goods or services to customers in an amount that reflects the consideration that the company expects to receive for those goods or services. The FASB subsequently issued the following amendments to ASU No. 2014-09 that have the same effective date and transition date: ASU No. 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations; ASU No. 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing; ASU No. 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients; and ASU No. 2016-20, Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers. The Company adopted these amendments with ASU 2014-09 (collectively, the new revenue standards). Under the new revenue standards, the Company recognizes revenues when its customer obtains control of promised goods or services, in an amount that reflects the consideration which it expects to receive in exchange for those goods. The Company recognizes revenues following the five step model prescribed under ASU No. 2014-09: (i) identify contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenues when (or as) we satisfy the performance obligation. The Company recognized revenue from providing temporary and permanent staffing solutions and sale of consumer products. |
Managed Services Revenue | Managed Services Revenue The Company generates revenue from its managed services when a marketer (typically a brand, agency or partner) pays the Company to provide custom content, influencer marketing, amplification or other campaign management services (“Managed Services”). The Company maintains separate arrangements with each marketer and content creator either in the form of a master agreement or terms of service, which specify the terms of the relationship and access to its platforms, or by statement of work, which specifies the price and the services to be performed, along with other terms. The transaction price is determined based on the fixed fee stated in the statement of work and does not contain variable consideration. Marketers who contract with the Company to manage their advertising campaigns or custom content requests may prepay for services or request credit terms. The agreement typically provides for either a non-refundable deposit, or a cancellation fee if the agreement is canceled by the customer prior to completion of services. Billings in advance of completed services are recorded as a contract liability until earned. The Company assesses collectability based on a number of factors, including the creditworthiness of the customer and payment and transaction history. For Managed Services Revenue, the Company enters into an agreement to provide services that may include multiple distinct performance obligations in the form of: (i) an integrated marketing campaign to provide influencer marketing services, which may include the provision of blogs, tweets, photos or videos shared through social network offerings and content promotion, such as click-through advertisements appearing in websites and social media channels; and (ii) custom content items, such as a research or news article, informational material or videos. Marketers typically purchase influencer marketing services for the purpose of providing public awareness or advertising buzz regarding the marketer’s brand and they purchase custom content for internal and external use. The Company may provide one type or a combination of all types of these performance obligations on a statement of work for a lump sum fee. Revenue is accounted for when the performance obligation has been satisfied depending on the type of service provided. The Company views its obligation to deliver influencer marketing services, including management services, as a single performance obligation that is satisfied at the time the customer receives the benefits from the services. Based on the Company’s evaluations, revenue from Managed Services is reported on a gross basis because the Company has the primary obligation to fulfill the performance obligations and it creates, reviews and controls the services. The Company takes on the risk of payment to any third-party creators and it establishes the contract price directly with its customers based on the services requested in the statement of work. The contract liabilities as of March 31, 2022 and December 31, 2021 were $ 50,300 337,500 | |
Subscription-Based Revenue | Subscription-Based Revenue The Company recognizes subscription-based revenue through Honeydrip.com, its social media website, which allows customers to visit the creator’s personal page over the contract period without taking possession of the products or deliverables. Customers incur costs on either a subscription or consumption basis. Revenue provided on a subscription basis is recognized ratably over the contract period and revenue provided on a consumption basis is recognized when the subscriber paid and received their access to the content. The Company reported the subscription-based revenue at net basis since the Company is acting as an agent solely arranging for the third-party creator or influencer to provide the services directly to the self-service customer through the platform or by posting the requested content. | Subscription-Based Revenue The Company recognizes subscription-based revenue through Honeydrip.com, its social media website, which allows customers to visit the creator’s personal page over the contract period without taking possession of the products or deliverables. Customers incur costs on either a subscription or consumption basis. Revenue provided on a subscription basis is recognized ratably over the contract period and revenue provided on a consumption basis is recognized when the subscriber paid and received their access to the content. The Company reported the subscription-based revenue at net basis since the Company is acting as an agent solely arranging for the third-party creator or influencer to provide the services directly to the self-service customer through the platform or by posting the requested content. |
Software Development Costs | Software Development Costs We apply ASC 350-40, Intangibles—Goodwill and Other—Internal Use Software, in review of certain system projects. These system projects generally relate to software we do not intend to sell or otherwise market. In addition, we apply this guidance to our review of development projects related to software used exclusively for our SaaS subscription offerings. In these reviews, all costs incurred during the preliminary project stages are expensed as incurred. Once the projects have been committed to and it is probable that the projects will meet functional requirements, costs are capitalized. These capitalized software costs are amortized on a project-by-project basis over the expected economic life of the underlying product on a straight-line basis, which is five years. Amortization commences when the software is available for its intended use. Amounts capitalized related to development of internal use software are included in property and equipment, net, on our Consolidated Balance sheets and related depreciation is recorded as a component of amortization of intangible assets and depreciation in our consolidated statements of operations. During the three months ended March 31, 2022 and 2021, we capitalized approximately $ 93,491 and $ 0 , respectively, related to internal use software and recorded $ 9,214 and $ 0 in related amortization expense, respectively. Unamortized costs of capitalized internal use software totaled $ 542,310 and $ 458,033 as of March 31, 2022 and December 31, 2021, respectively. | Software Development Costs We apply ASC 350-40, Intangibles—Goodwill and Other—Internal Use Software, in review of certain system projects. These system projects generally relate to software we do not intend to sell or otherwise market. In addition, we apply this guidance to our review of development projects related to software used exclusively for our SaaS subscription offerings. In these reviews, all costs incurred during the preliminary project stages are expensed as incurred. Once the projects have been committed to and it is probable that the projects will meet functional requirements, costs are capitalized. These capitalized software costs are amortized on a project-by-project basis over the expected economic life of the underlying product on a straight-line basis, which is five years. Amortization commences when the software is available for its intended use. Amounts capitalized related to development of internal use software are included in property and equipment, net, on our Consolidated Balance sheets and related depreciation is recorded as a component of amortization of intangible assets and depreciation in our consolidated statements of operations. During the year ended December 31, 2021 and for the period from January 2, 2020 (inception) to December 31, 2020, we capitalized approximately $ 390,936 0 10,791 0 458,033 0 |
Goodwill Impairment | Goodwill Impairment We test goodwill at least annually for impairment at the reporting unit level. We recognize an impairment charge if the carrying amount of a reporting unit exceeds its fair value. When a portion of a reporting unit is disposed, goodwill is allocated to the gain or loss on disposition based on the relative fair values of the business or businesses disposed and the portion of the reporting unit that will be retained. For other intangible assets that are not deemed indefinite-lived, cost is generally amortized on a straight-line basis over the asset’s estimated economic life, except for individually significant customer-related intangible assets that are amortized in relation to total related sales. Amortizable intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the related carrying amounts may not be recoverable. In these circumstances, they are tested for impairment based on undiscounted cash flows and, if impaired, written down to estimated fair value based on either discounted cash flows or appraised values. The Company impaired $ 0 0 | Goodwill Impairment We test goodwill at least annually for impairment at the reporting unit level. We recognize an impairment charge if the carrying amount of a reporting unit exceeds its fair value. When a portion of a reporting unit is disposed, goodwill is allocated to the gain or loss on disposition based on the relative fair values of the business or businesses disposed and the portion of the reporting unit that will be retained. For other intangible assets that are not deemed indefinite-lived, cost is generally amortized on a straight-line basis over the asset’s estimated economic life, except for individually significant customer-related intangible assets that are amortized in relation to total related sales. Amortizable intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the related carrying amounts may not be recoverable. In these circumstances, they are tested for impairment based on undiscounted cash flows and, if impaired, written down to estimated fair value based on either discounted cash flows or appraised values. The Company impaired $ 0 240,000 |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets Long-lived assets, which include property, plant and equipment and intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Recoverability of long-lived assets to be held and used is measured by comparing the carrying amount of an asset to the estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated undiscounted future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the assets. Fair value is generally determined using the asset’s expected future discounted cash flows or market value, if readily determinable. Based on its review, the Company believes that, as of and for the three months ended March 31, 2022 and for the year ended December 31, 2021, there were no impairment loss of its long-lived assets. | Impairment of Long-Lived Assets Long-lived assets, which include property, plant and equipment and intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Recoverability of long-lived assets to be held and used is measured by comparing the carrying amount of an asset to the estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated undiscounted future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the assets. Fair value is generally determined using the asset’s expected future discounted cash flows or market value, if readily determinable. Based on its review, the Company believes that, as of and for the year ended December 31, 2021 and for the period from January 2, 2020 (inception) to December 31, 2020, there were no |
Income Taxes | Income Taxes The Company accounts for income taxes using the asset and liability approach that requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the Company’s financial statements or tax returns. In estimating future tax consequences, the Company generally considers all expected future events other than enactments of changes in the tax law. For deferred tax assets, management evaluates the probability of realizing the future benefits of such assets. The Company establishes valuation allowances for its deferred tax assets when evidence suggests it is unlikely that the assets will be fully realized. The Company recognizes the tax effects of an uncertain tax position only if it is more likely than not to be sustained based solely on its technical merits as of the reporting date and then only in an amount more likely than not to be sustained upon review by the tax authorities. Income tax positions that previously failed to meet the more likely than not threshold are recognized in the first subsequent financial reporting period in which that threshold is met. Previously recognized tax positions that no longer meet the more likely than not threshold are derecognized in the first subsequent financial reporting period in which that threshold is no longer met. The Company classifies potential accrued interest and penalties related to unrecognized tax benefits within the accompanying consolidated statements of operations and comprehensive income (loss) as income tax expense. | Income Taxes The Company accounts for income taxes using the asset and liability approach that requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the Company’s financial statements or tax returns. In estimating future tax consequences, the Company generally considers all expected future events other than enactments of changes in the tax law. For deferred tax assets, management evaluates the probability of realizing the future benefits of such assets. The Company establishes valuation allowances for its deferred tax assets when evidence suggests it is unlikely that the assets will be fully realized. The Company recognizes the tax effects of an uncertain tax position only if it is more likely than not to be sustained based solely on its technical merits as of the reporting date and then only in an amount more likely than not to be sustained upon review by the tax authorities. Income tax positions that previously failed to meet the more likely than not threshold are recognized in the first subsequent financial reporting period in which that threshold is met. Previously recognized tax positions that no longer meet the more likely than not threshold are derecognized in the first subsequent financial reporting period in which that threshold is no longer met. The Company classifies potential accrued interest and penalties related to unrecognized tax benefits within the accompanying consolidated statements of operations and comprehensive income (loss) as income tax expense. |
Commitments and Contingencies | Commitments and Contingencies The Company follows subtopic 450-20 of the FASB ASC to report accounting for contingencies. Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein. If the assessment of a contingency indicates it is probable a material loss was incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed. Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon information available at this time that these matters will have a material adverse effect on the Company’s financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows. | Commitments and Contingencies The Company follows subtopic 450-20 of the FASB ASC to report accounting for contingencies. Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein. If the assessment of a contingency indicates it is probable a material loss was incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed. Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon information available at this time that these matters will have a material adverse effect on the Company’s financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows. |
Basic Income (Loss) Per Share | Basic Loss Per Share Under the provisions of ASC 260, “Earnings per Share,” basic loss per common share is computed by dividing net loss available to common shareholders by the weighted average number of shares of common stock outstanding for the periods presented. Diluted net loss per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that would then share in the income of the Company, subject to anti-dilution limitations. Potential common shares consist of the convertible promissory notes payable as of March 31, 2022 and December 31, 2021. As of March 31, 2022 and December 31, 2021, there were approximately 79,893,858 8,936,529 165,077 165,077 The table below presents the computation of basic and diluted earnings per share for the three months ended March 31, 2022 and 2021: SCHEDULE OF COMPUTATION OF BASIC AND DILUTED EARNING PER SHARE For the For the Numerator: Net loss $ (3,498,152 ) $ (5,798,578 ) Denominator: Weighted average common shares outstanding—basic 108,753,763 93,330,191 Dilutive common stock equivalents - - Weighted average common shares outstanding—diluted 108,753,763 93,330,191 Net loss per share: Basic $ (0.03 ) $ (0.06 ) Diluted $ (0.03 ) $ (0.06 ) | Basic Income (Loss) Per Share Under the provisions of ASC 260, “Earnings per Share,” basic loss per common share is computed by dividing net loss available to common shareholders by the weighted average number of shares of common stock outstanding for the periods presented. Diluted net loss per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that would then share in the income of the Company, subject to anti-dilution limitations. Potential common shares consist of the convertible promissory notes payable as of December 31, 2021 and December 31, 2020. As of December 31, 2021 and December 31, 2020, there were approximately 8,936,529 127,922 165,077 0 The table below presents the computation of basic and diluted earnings per share for the year ended December 31, 2021 and for the period from January 2, 2020 (inception) to December 31, 2020: SCHEDULE OF COMPUTATION OF BASIC AND DILUTED EARNING PER SHARE For the year ended December 31, 2021 For the period from January 2, 2020 (inception) to December 31, 2020 Numerator: Net loss $ (22,245,656 ) $ (2,577,721 ) Denominator: Weighted average common shares outstanding—basic 95,150,297 52,099,680 Dilutive common stock equivalents - - Weighted average common shares outstanding—diluted 95,150,297 52,099,680 Net loss per share: Basic $ (0.23 ) $ (0.05 ) Diluted $ (0.23 ) $ (0.05 ) |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to credit risk consist primarily of accounts receivable. The Company does not require collateral or other security to support these receivables. The Company conducts periodic reviews of the financial condition and payment practices of its customers to minimize collection risk on accounts receivable. | Concentration of Credit Risk Financial instruments that potentially subject the Company to credit risk consist primarily of accounts receivable. The Company does not require collateral or other security to support these receivables. The Company conducts periodic reviews of the financial condition and payment practices of its customers to minimize collection risk on accounts receivable. The Tinderblog and Reinman Agency accounted for 59 % and 0 % of the Company’s sales for the year ended December 31, 2021 and 2020, respectively. Accounts receivable from this one customer was $ 125,000 and $ 0 as of December 31, 2021 and 2020, respectively. |
Stock based Compensation | Stock-based Compensation Stock- based compensation cost to employees is measured at the date of grant, based on the calculated fair value of the stock-based award, and will be recognized as expense over the employee’s requisite service period (generally the vesting period of the award) under ASC 718. Share-based compensation awards issued to non-employees for services rendered are recorded at either the fair value of the services rendered or the fair value of the share-based payment, whichever is more readily determinable. | Stock based Compensation Stock based compensation cost to employees is measured at the date of grant, based on the calculated fair value of the stock-based award, and will be recognized as expense over the employee’s requisite service period (generally the vesting period of the award) under ASC 718. Share-based compensation awards issued to non-employees for services rendered are recorded at either the fair value of the services rendered or the fair value of the share-based payment, whichever is more readily determinable. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments FASB ASC 820, Fair Value Measurement | Fair Value of Financial Instruments FASB ASC 820, Fair Value Measurement Fair Value Measurements The Company applies the provisions of ASC 820-10, Fair Value Measurements and Disclosures. ● Level 1 inputs to the valuation methodology are quoted prices for identical assets or liabilities in active markets. ● Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. ● Level 3 inputs to the valuation methodology are unobservable and significant to the fair value measurement. Cash, accounts receivable, accounts payable, and accrued expenses and deferred revenue Convertible notes payable The Company uses Level 3 inputs for its valuation methodology for the derivative liabilities as their fair values were determined by using the binomial option-pricing model based on various assumptions. The Company’s derivative liabilities are adjusted to reflect fair value at each period end, with any increase or decrease in the fair value being recorded in results of operations as adjustments to fair value of derivatives. The following table presents the Company’s assets and liabilities required to be reflected within the fair value hierarchy as of December 31 30, 2021 and December 31, 2020. SCHEDULE OF ASSETS AND LIABILITIES UNDER FAIR VALUE HIERARCHY Fair Value Fair Value Measurements at December 31, December 31, 2021 Description 2021 Using Fair Value Hierarchy Level 1 Level 2 Level 3 Derivative liability $ 513,959 $ - $ - $ 513,959 Total $ 513,959 $ - $ - $ 513,959 Fair Value Fair Value Measurements at December 31, December 31, 2020 Description 2020 Using Fair Value Hierarchy Level 1 Level 2 Level 3 Derivative liability $ 304,490 $ - $ - $ 304,490 Total $ 304,490 $ - $ - $ 304,490 |
Fair Value Measurements | Fair Value Measurements The Company applies the provisions of ASC 820-10, Fair Value Measurements and Disclosures. ● Level 1 inputs to the valuation methodology are quoted prices for identical assets or liabilities in active markets. ● Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. ● Level 3 inputs to the valuation methodology are unobservable and significant to the fair value measurement. Cash, accounts receivable, accounts payable, and accrued expenses and deferred revenue Convertible notes payable The Company uses Level 3 inputs for its valuation methodology for the derivative liabilities as their fair values were determined by using the binomial option-pricing model based on various assumptions. The Company’s derivative liabilities are adjusted to reflect fair value at each period end, with any increase or decrease in the fair value being recorded in results of operations as adjustments to fair value of derivatives. The following table presents the Company’s assets and liabilities required to be reflected within the fair value hierarchy as of March 31, 2022 and December 31, 2021. SCHEDULE OF ASSETS AND LIABILITIES UNDER FAIR VALUE HIERARCHY Fair Value Fair Value Measurements at As of March 31, 2022 Description March 31, 2022 Using Fair Value Hierarchy Level 1 Level 2 Level 3 Derivative liability $ 983,630 $ - $ - $ 983,630 Total $ 983,630 $ - $ - $ 983,630 Fair Value Fair Value Measurements at As of December 31, 2021 Description December 31, 2021 Using Fair Value Hierarchy Level 1 Level 2 Level 3 Derivative liability $ 513,959 $ - $ - $ 513,959 Total $ 513,959 $ - $ - $ 513,959 | |
Derivative instruments | Derivative instruments The fair value of derivative instruments is recorded and shown separately under liabilities. Changes in the fair value of derivatives liability are recorded in the consolidated statement of operations under other (income) expense. Our Company evaluates all of its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives under ASC 815. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the consolidated statements of operations. For stock-based derivative financial instruments, the Company uses binomial option-pricing model to value the derivative instruments at inception and on subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date. | Derivative instruments The fair value of derivative instruments is recorded and shown separately under liabilities. Changes in the fair value of derivatives liability are recorded in the consolidated statement of operations under other (income) expense. Our Company evaluates all of its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives under ASC 815. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the consolidated statements of operations. For stock-based derivative financial instruments, the Company uses binomial option-pricing model to value the derivative instruments at inception and on subsequent valuation dates . The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date. |
Beneficial Conversion Features | Beneficial Conversion Features If a conversion feature did not meet the definition of derivative liability under ASC 815, the Company evaluates the conversion feature for a beneficial conversion feature. The effective conversion price was compared to the market price on the date of the note. If the effective conversion price was less than the market value of underlying common stock at the inception of the convertible promissory note, the Company recorded the difference as debt discounts and amortized over the life of the notes using the effective interest method. | Beneficial Conversion Features If a conversion features did not meet the definition of derivative liability under ASC 815, the Company evaluates the conversion feature for a beneficial conversion feature. The effective conversion price was compared to the market price on the date of the note. If the effective conversion price was less than the market value of underlying common stock at the inception of the convertible promissory note, the Company recorded the difference as debt discounts and amortized over the life of the notes using the effective interest method. |
Related Parties | Related Parties The Company follows subtopic 850-10 of the FASB ASC for the identification of related parties and disclosure of related party transactions. Pursuant to Section 850-10-20 related parties include: a. affiliates of the Company; b. entities for which investments in their equity securities would be required, absent the election of the FV option under the FV Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity; c. trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; d. principal owners of the Company; e. management of the Company; f. other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g. other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests. | Related Parties The Company follows subtopic 850-10 of the FASB ASC for the identification of related parties and disclosure of related party transactions. Pursuant to Section 850-10-20 related parties include: a. affiliates of the Company; b. entities for which investments in their equity securities would be required, absent the election of the FV option under the FV Option Subsection of Section 825– 10–15, to be accounted for by the equity method by the investing entity; c. trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; d. principal owners of the Company; e. management of the Company; f. other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g. other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests. |
New Accounting Pronouncements | New Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). ASU 2016-13 requires companies to measure credit losses utilizing a methodology that reflects expected credit losses and requires a consideration of a broader range of reasonable and supportable information to inform credit loss estimates. ASU 2016-13 is effective for fiscal years beginning after December 15, 2022, including those interim periods within those fiscal years. We do not expect the adoption of this guidance have a material impact on its consolidated financial statements. On October 1, 2020, we early adopted ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (ASU 2019-12), which simplifies the accounting for income taxes. This guidance was effective beginning January 1, 2021, with early adoption permitted. The adoption of this new standard did not have a material impact on our consolidated financial statements. In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (ASU 2020-06), which simplifies the accounting for convertible instruments by reducing the number of accounting models available for convertible debt instruments. This guidance also eliminates the treasury stock method to calculate diluted earnings per share for convertible instruments and requires the use of the if-converted method. This guidance will be effective for us in the first quarter of 2022 on a full or modified retrospective basis, with early adoption permitted. The Company is currently evaluating the timing, method of adoption and overall impact of this standard on its consolidated financial statements. | New Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). ASU 2016-13 requires companies to measure credit losses utilizing a methodology that reflects expected credit losses and requires a consideration of a broader range of reasonable and supportable information to inform credit loss estimates. ASU 2016-13 is effective for fiscal years beginning after December 15, 2022, including those interim periods within those fiscal years. We do not expect the adoption of this guidance have a material impact on its consolidated financial statements. On October 1, 2020, we early adopted ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (ASU 2019-12), which simplifies the accounting for income taxes. This guidance was effective beginning January 1, 2021, with early adoption permitted. The adoption of this new standard did not have a material impact on our consolidated financial statements. In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (ASU 2020-06), which simplifies the accounting for convertible instruments by reducing the number of accounting models available for convertible debt instruments. This guidance also eliminates the treasury stock method to calculate diluted earnings per share for convertible instruments and requires the use of the if-converted method. This guidance will be effective for us in the first quarter of 2022 on a full or modified retrospective basis, with early adoption permitted. The Company is currently evaluating the timing, method of adoption and overall impact of this standard on its consolidated financial statements. |
Managed Services Revenue | Managed Services Revenue The Company generates revenue from its managed services when a marketer (typically a brand, agency or partner) pays the Company to provide custom content, influencer marketing, amplification or other campaign management services (“Managed Services”). The Company maintains separate arrangements with each marketer and content creator either in the form of a master agreement or terms of service, which specify the terms of the relationship and access to its platforms, or by statement of work, which specifies the price and the services to be performed, along with other terms. The transaction price is determined based on the fixed fee stated in the statement of work and does not contain variable consideration. Marketers who contract with the Company to manage their advertising campaigns or custom content requests may prepay for services or request credit terms. The agreement typically provides for either a non-refundable deposit, or a cancellation fee if the agreement is canceled by the customer prior to completion of services. Billings in advance of completed services are recorded as a contract liability until earned. The Company assesses collectability based on a number of factors, including the creditworthiness of the customer and payment and transaction history. For Managed Services Revenue, the Company enters into an agreement to provide services that may include multiple distinct performance obligations in the form of: (i) an integrated marketing campaign to provide influencer marketing services, which may include the provision of blogs, tweets, photos or videos shared through social network offerings and content promotion, such as click-through advertisements appearing in websites and social media channels; and (ii) custom content items, such as a research or news article, informational material or videos. Marketers typically purchase influencer marketing services for the purpose of providing public awareness or advertising buzz regarding the marketer’s brand and they purchase custom content for internal and external use. The Company may provide one type or a combination of all types of these performance obligations on a statement of work for a lump sum fee. Revenue is accounted for when the performance obligation has been satisfied depending on the type of service provided. The Company views its obligation to deliver influencer marketing services, including management services, as a single performance obligation that is satisfied at the time the customer receives the benefits from the services. Based on the Company’s evaluations, revenue from Managed Services is reported on a gross basis because the Company has the primary obligation to fulfill the performance obligations and it creates, reviews and controls the services. The Company takes on the risk of payment to any third-party creators and it establishes the contract price directly with its customers based on the services requested in the statement of work. The contract liabilities as of December 31, 2021 and 2020 were $ 337,500 73,648 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
SCHEDULE OF PROPERTY AND EQUIPMENT, NET ESTIMATED USEFUL LIVES | Plant and equipment are stated at cost less accumulated depreciation and impairment. Depreciation of property, plant and equipment and are calculated on the straight-line method over their estimated useful lives or lease terms generally as follows: SCHEDULE OF PROPERTY AND EQUIPMENT, NET ESTIMATED USEFUL LIVES Classification Useful Life Equipment 3 | Plant and equipment are stated at cost less accumulated depreciation and impairment. Depreciation of property, plant and equipment and are calculated on the straight-line method over their estimated useful lives or lease terms generally as follows: SCHEDULE OF PROPERTY AND EQUIPMENT, NET ESTIMATED USEFUL LIVES Classification Useful Life Equipment 3 |
SCHEDULE OF COMPUTATION OF BASIC AND DILUTED EARNING PER SHARE | The table below presents the computation of basic and diluted earnings per share for the three months ended March 31, 2022 and 2021: SCHEDULE OF COMPUTATION OF BASIC AND DILUTED EARNING PER SHARE For the For the Numerator: Net loss $ (3,498,152 ) $ (5,798,578 ) Denominator: Weighted average common shares outstanding—basic 108,753,763 93,330,191 Dilutive common stock equivalents - - Weighted average common shares outstanding—diluted 108,753,763 93,330,191 Net loss per share: Basic $ (0.03 ) $ (0.06 ) Diluted $ (0.03 ) $ (0.06 ) | The table below presents the computation of basic and diluted earnings per share for the year ended December 31, 2021 and for the period from January 2, 2020 (inception) to December 31, 2020: SCHEDULE OF COMPUTATION OF BASIC AND DILUTED EARNING PER SHARE For the year ended December 31, 2021 For the period from January 2, 2020 (inception) to December 31, 2020 Numerator: Net loss $ (22,245,656 ) $ (2,577,721 ) Denominator: Weighted average common shares outstanding—basic 95,150,297 52,099,680 Dilutive common stock equivalents - - Weighted average common shares outstanding—diluted 95,150,297 52,099,680 Net loss per share: Basic $ (0.23 ) $ (0.05 ) Diluted $ (0.23 ) $ (0.05 ) |
SCHEDULE OF ASSETS AND LIABILITIES UNDER FAIR VALUE HIERARCHY | The following table presents the Company’s assets and liabilities required to be reflected within the fair value hierarchy as of March 31, 2022 and December 31, 2021. SCHEDULE OF ASSETS AND LIABILITIES UNDER FAIR VALUE HIERARCHY Fair Value Fair Value Measurements at As of March 31, 2022 Description March 31, 2022 Using Fair Value Hierarchy Level 1 Level 2 Level 3 Derivative liability $ 983,630 $ - $ - $ 983,630 Total $ 983,630 $ - $ - $ 983,630 Fair Value Fair Value Measurements at As of December 31, 2021 Description December 31, 2021 Using Fair Value Hierarchy Level 1 Level 2 Level 3 Derivative liability $ 513,959 $ - $ - $ 513,959 Total $ 513,959 $ - $ - $ 513,959 | The following table presents the Company’s assets and liabilities required to be reflected within the fair value hierarchy as of December 31 30, 2021 and December 31, 2020. SCHEDULE OF ASSETS AND LIABILITIES UNDER FAIR VALUE HIERARCHY Fair Value Fair Value Measurements at December 31, December 31, 2021 Description 2021 Using Fair Value Hierarchy Level 1 Level 2 Level 3 Derivative liability $ 513,959 $ - $ - $ 513,959 Total $ 513,959 $ - $ - $ 513,959 Fair Value Fair Value Measurements at December 31, December 31, 2020 Description 2020 Using Fair Value Hierarchy Level 1 Level 2 Level 3 Derivative liability $ 304,490 $ - $ - $ 304,490 Total $ 304,490 $ - $ - $ 304,490 |
BUSINESS COMBINATIONS (Tables)
BUSINESS COMBINATIONS (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | ||
SCHEDULE OF PURCHASE PRICE CONSIDERATION | The following table summarizes the carrying value of purchase price consideration to acquire Magiclytics: SCHEDULE OF PURCHASE PRICE CONSIDERATION Description Amount Carrying value of purchase consideration: Common stock issued $ (60,697 ) Total purchase price $ (60,697 ) | The following table summarizes the carrying value of purchase price consideration to acquire Magiclytics: SCHEDULE OF PURCHASE PRICE CONSIDERATION Description Amount Carrying value of purchase consideration: Common stock issued $ (60,697 ) Total purchase price $ (60,697 ) |
SCHEDULE OF CARRYING VALUE OF ASSETS ACQUIRED AND LIABILITIES ASSUMED | The following is an allocation of purchase price as of the February 3, 2021 acquisition closing date based upon an estimate of the carrying value of the assets acquired and the liabilities assumed by the Company in the acquisition (in thousands): SCHEDULE OF CARRYING VALUE OF ASSETS ACQUIRED AND LIABILITIES ASSUMED Description Amount Purchase price allocation: Cash $ 76 Intangibles 77,889 Related party payable (97,761 ) AP and accrued liabilities (40,901 ) Identifiable net assets acquired (60,697 ) Total purchase price $ (60,697 ) | The following is an allocation of purchase price as of the February 3, 2021 acquisition closing date based upon an estimate of the carrying value of the assets acquired and the liabilities assumed by the Company in the acquisition (in thousands): SCHEDULE OF CARRYING VALUE OF ASSETS ACQUIRED AND LIABILITIES ASSUMED Description Amount Purchase price allocation: Cash $ 76 Intangibles 77,889 Related party payable (97,761 ) AP and accrued liabilities (40,901 ) Identifiable net assets acquired (60,697 ) Total purchase price $ (60,697 ) |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||
SCHEDULE OF FIXED ASSETS, NET | Fixed assets, net consisted of the following: SCHEDULE OF FIXED ASSETS, NET March 31, December 31, Estimated Equipment $ 113,638 $ 113,638 3 Less: accumulated depreciation and amortization (54,500 ) (45,987 ) Property, plant, and equipment, net $ 59,138 $ 67,651 | Fixed assets, net consisted of the following: SCHEDULE OF FIXED ASSETS, NET December 31, December 31, Estimated Equipment $ 113,638 $ 79,737 3 Less: accumulated depreciation and amortization (45,987 ) (14,945 ) Property, plant, and equipment, net $ 67,651 $ 64,792 |
INTANGIBLES (Tables)
INTANGIBLES (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
SCHEDULE OF FINITE-LIVED INTANGIBLE ASSETS ACQUIRED AS PART OF BUSINESS COMBINATION | The following table sets forth the Company’s finite-lived intangible assets resulting from business acquisitions and other purchases, which continue to be amortized: SCHEDULE OF FINITE-LIVED INTANGIBLE ASSETS ACQUIRED AS PART OF BUSINESS COMBINATION Weighted Average March 31, 2022 December 31, 2021 Useful Life (in Years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Value Accumulated Amortization Net Carrying Amount Developed technology - Magiclytics 5 $ 275,489 $ 20,005 $ 255,484 $ 184,058 $ 10,791 $ 173,267 Developed technology - Magiclytics - 286,826 - 286,826 284,766 - 284,766 $ 562,315 $ 20,005 $ 542,310 $ 468,824 $ 10,791 $ 458,033 | The following table sets forth the Company’s finite-lived intangible assets resulting from business acquisitions and other purchases, which continue to be amortized: SCHEDULE OF FINITE-LIVED INTANGIBLE ASSETS ACQUIRED AS PART OF BUSINESS COMBINATION Weighted Average December 31, 2021 December 31, 2020 Useful Life (in Years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Value Accumulated Amortization Net Carrying Amount Developed technology -Honeydrip 5 $ 184,058 $ 10,791 $ 173,267 $ $ - $ - Developed technology - Magiclytics - 284,766 - 284,766 - - $ 468,824 $ 10,791 $ 458,033 $ - $ $ - |
ACCOUNTS PAYABLE AND ACCRUED _2
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Payables and Accruals [Abstract] | ||
SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | Accrued liabilities at March 31, 2022 and December 31, 2021 consist of the following: SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES 2022 2021 Accounts payable $ 244,430 $ 429,160 Accrued payroll 715,000 520,000 Accrued interest 681,609 550,285 Other 121,524 121,216 Accounts payable and accrued liabilities $ 1,762,563 $ 1,620,661 | Accrued liabilities at December 31, 2021 and 2020 consist of the following: SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES 2021 2020 Accounts payable $ 429,160 $ 146,450 Accrued payroll 520,000 - Accrued interest 550,285 - Other 121,216 73,402 Accounts payable and accrued liabilities $ 1,620,661 $ 219,852 |
CONVERTIBLE NOTES PAYABLE (Tabl
CONVERTIBLE NOTES PAYABLE (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Debt Disclosure [Abstract] | ||
SCHEDULE OF CONVERTIBLE PROMISSORY NOTE | Below is the summary of the principal balance and debt discounts as of March 31, 2022. SCHEDULE OF CONVERTIBLE PROMISSORY NOTE Convertible Promissory Note Holder Start Date End Date Initial Note Principal Balance Current Debt Discounts As of Issuance Amortization Debt Discounts As of March 31, 2022 Scott Hoey 9/10/2020 9/10/2022 7,500 0 7,500 (7,500 ) - Cary Niu 9/18/2020 9/18/2022 50,000 0 50,000 (50,000 ) - Jesus Galen 10/6/2020 10/6/2022 30,000 0 30,000 (30,000 ) - Darren Huynh 10/6/2020 10/6/2022 50,000 0 50,000 (50,000 ) - Wayne Wong 10/6/2020 10/6/2022 25,000 0 25,000 (25,000 ) - Matt Singer 1/3/2021 1/3/2023 13,000 0 13,000 (13,000 ) - ProActive Capital 1/20/2021 1/20/2022 250,000 300,000 217,024 (217,024 ) - GS Capital #1 1/25/2021 1/25/2022 288,889 0 288,889 (288,889 ) - GS Capital #1 replacement 11/26/2021 5/31/2022 300,445 300,445 - - - Tiger Trout SPA 1/29/2021 1/29/2022 1,540,000 1,928,378 1,540,000 (1,540,000 ) - GS Capital #2 2/16/2021 2/16/2022 577,778 559,659 577,778 (577,778 ) - Labrys Fund, LLP 3/11/2021 3/11/2022 1,000,000 589,812 1,000,000 (1,000,000 ) - GS Capital #3 3/16/2021 3/16/2022 577,778 577,778 577,778 (577,778) - GS Capital #4 4/1/2021 4/1/2022 550,000 550,000 550,000 (548,493 ) 1,507 Eagle Equities LLC 4/13/2021 4/13/2022 1,100,000 1,100,000 1,100,000 (1,060,822 ) 39,178 GS Capital #5 4/29/2021 4/29/2022 550,000 550,000 550,000 (506,302 ) 43,698 GS Capital #6 6/3/2021 6/3/2022 550,000 550,000 550,000 (453,562 ) 96,438 Chris Etherington 8/26/2021 8/26/2022 165,000 165,000 165,000 (98,096 ) 66,904 Rui Wu 8/26/2021 8/26/2022 550,000 550,000 550,000 (326,987 ) 223,013 Sixth Street Lending #1 11/28/2021 11/28/2022 224,000 224,000 173,894 (63,364 ) 110,530 Sixth Street Lending #2 12/9/2021 12/9/2022 93,500 93,500 79,118 (24,278 ) 54,840 Fast Capital LLC 1/10/2022 1/10/2023 120,000 120,000 120,000 (26,301 ) 93,699 Sixth Street Lending #3 1/12/2022 1/12/2023 70,125 70,125 50,748 (10,844 ) 39,904 One 44 Capital 2/16/2022 2/16/2023 175,500 175,500 148,306 (17,471 ) 130,835 Coventry Enterprise 3/3/2022 3/3/2023 150,000 150,000 150,000 (11,507 ) 138,492 Total Total $ 1,039,038 Remaining note principal balance 8,554,197 Total convertible promissory notes, net $ 7,515,159 | Below is the summary of the principal balance and debt discounts as of December 31, 2021. SCHEDULE OF CONVERTIBLE PROMISSORY NOTE Convertible Start Date End Date Initial Note Debt Discounts As of Issuance Amortization Debt Discounts As of December 31, 2021 Scott Hoey 9/10/2020 9/10/2022 7,500 7,500 (7,500 ) - Cary Niu 9/18/2020 9/18/2022 50,000 50,000 (32,123 ) 17,877 Jesus Galen 10/6/2020 10/6/2022 30,000 30,000 (18,535 ) 11,465 Darren Huynh 10/6/2020 10/6/2022 50,000 50,000 (50,000 ) - Wayne Wong 10/6/2020 10/6/2022 25,000 25,000 (25,000 ) - Matt Singer 1/3/2021 1/3/2023 13,000 13,000 (13,000 ) - ProActive Capital 1/20/2021 1/20/2022 250,000 217,024 (205,132 ) 11,892 GS Capital #1 1/25/2021 1/25/2022 288,889 288,889 (288,889 ) - GS Capital #1 replacement 11/26/2021 5/31/2022 300,445 - - - Tiger Trout SPA 1/29/2021 1/29/2022 1,540,000 1,540,000 (1,417,644 ) 122,356 GS Capital #2 2/16/2021 2/16/2022 577,778 577,778 (560,486 ) 17,292 Labrys Fund, LLP 3/11/2021 3/11/2022 1,000,000 1,000,000 (863,750 ) 136,250 GS Capital #3 3/16/2021 3/16/2022 577,778 577,778 (459,056 ) 118,722 GS Capital #4 4/1/2021 4/1/2022 550,000 550,000 (412,877 ) 137,123 Eagle Equities LLC 4/13/2021 4/13/2022 1,100,000 1,100,000 (789,589 ) 310,411 GS Capital #5 4/29/2021 4/29/2022 550,000 550,000 (417,397 ) 132,603 GS Capital #6 6/3/2021 6/3/2022 550,000 550,000 (317,945 ) 232,055 Chris Etherington 8/26/2021 8/26/2022 165,000 165,000 (57,411 ) 107,589 Rui Wu 8/26/2021 8/26/2022 550,000 550,000 (191,370 ) 358,630 Sixth Street Lending #1 11/28/2021 11/28/2022 224,000 173,894 (20,486 ) 153,408 Sixth Street Lending #2 12/9/2021 12/9/2022 93,500 79,118 (4,769 ) 74,349 Total Total 1,942,022 Remaining note principal balance 7,703,501 Total convertible promissory notes, net $ 5,761,479 |
SCHEDULE OF FUTURE MATURITIES OF CONVERTIBLE NOTES PAYABLE | Future payments of principal of convertible notes payable at March 31, 2022 are as follows: SCHEDULE OF FUTURE MATURITIES OF CONVERTIBLE NOTES PAYABLE Years ending December 31, 2022 $ (8,038,572 ) 2023 (515,625 ) 2024 – 2025 - 2025 - Thereafter – Total $ (8,554,197 ) | Future payments of principal of convertible notes payable at December 31, 2021 are as follows: SCHEDULE OF FUTURE MATURITIES OF CONVERTIBLE NOTES PAYABLE Years ending December 31, 2021 $ - 2022 7,703,501 2023 – 2024 – 2025 - Thereafter – Total $ 7,703,501 |
SHARES TO BE ISSUED - LIABILI_2
SHARES TO BE ISSUED - LIABILITY (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Shares To Be Issued - Liability | ||
SCHEDULE OF SHARES TO BE ISSUED LIABILITY | Shares to be issued - liability is summarized as below: SCHEDULE OF SHARES TO BE ISSUED LIABILITY Beginning Balance, January 1, 2022 $ 1,047,885 Shares to be issued 262,465 Shares issued (772,485 ) Ending Balance, March 31, 2022 $ 537,865 Shares to be issued - liability is summarized as below: Beginning Balance, January 1, 2021 $ 87,029 Shares to be issued - liability, beginning balance $ 87,029 Shares to be issued 6,415,046 Shares issued (5,454,190 ) Ending Balance, December 31, 2021 $ 1,047,885 Shares to be issued - liability, ending balance $ 1,047,885 | Shares to be issued - liability is summarized as below: SCHEDULE OF SHARES TO BE ISSUED LIABILITY Beginning Balance, January 1, 2021 $ 87,029 Shares to be issued 6,415,046 Shares issued (5,454,190 ) Ending Balance, December 31, 2021 $ 1,047,885 Shares to be issued - liability is summarized as below: Beginning Balance, January 2, 2020 $ - Shares to be issued 87,029 Shares issued - Ending Balance, December 31, 2020 $ 87,029 |
DERIVATIVE LIABILITY (Tables)
DERIVATIVE LIABILITY (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
SCHEDULE OF DERIVATIVE LIABILITY ASSUMPTIONS INPUT | SCHEDULE OF DERIVATIVE LIABILITY ASSUMPTIONS INPUT March 31, 2022 Annual Dividend Yield — Expected Life (Years) 0.4 0.9 Risk-Free Interest Rate 0.07 1.63 % Expected Volatility 179 226 % December 31, 2021 Annual Dividend Yield — Expected Life (Years) 0.6 0.8 Risk-Free Interest Rate 0.07 0.39 % Expected Volatility 145 485 % | SCHEDULE OF DERIVATIVE LIABILITY ASSUMPTIONS INPUT December 31, 2021 Annual Dividend Yield — Expected Life (Years) 0.6 0.8 Risk-Free Interest Rate 0.07 0.39 % Expected Volatility 145 485 % December 31, 2020 Annual Dividend Yield — Expected Life (Years) 1.6 2.0 Risk-Free Interest Rate 0.13 0.17 % Expected Volatility 318 485 |
SCHEDULE OF FAIR VALUE OF DERIVATIVE LIABILITY | Fair value of the derivative is summarized as below: SCHEDULE OF FAIR VALUE OF DERIVATIVE LIABILITY Beginning Balance, December 31, 2021 $ 513,959 Additions 652,803 Mark to Market (77,616 ) Cancellation of Derivative Liabilities Due to Conversions - Reclassification to APIC Due to Conversions (105,516 ) Ending Balance, March 31, 2022 $ 983,630 Fair value of the derivative is summarized as below: Beginning Balance, December 31, 2020 $ 304,490 Derivative liability, beginning balance $ 304,490 Additions 1,343,518 Mark to Market (1,029,530 ) Cancellation of Derivative Liabilities Due to Conversions - Reclassification to APIC Due to Conversions (104,519 ) Ending Balance, December 31, 2021 $ 513,959 Derivative liability, ending balance $ 513,959 | Fair value of the derivative is summarized as below: SCHEDULE OF FAIR VALUE OF DERIVATIVE LIABILITY Beginning Balance, December 31, 2020 $ 304,490 Additions 1,343,518 Mark to Market (1,029,530 ) Cancellation of Derivative Liabilities Due to Conversions - Reclassification to APIC Due to Conversions (104,519 ) Ending Balance, December 31, 2021 $ 513,959 Beginning Balance, January 2, 2020 $ - Additions 270,501 Mark to Market 61,029 Cancellation of Derivative Liabilities Due to Conversions - Reclassification to APIC Due to Conversions (27,040 ) Ending Balance, December 31, 2020 $ 304,490 |
STOCKHOLDERS_ EQUITY (DEFICIT)
STOCKHOLDERS’ EQUITY (DEFICIT) (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Equity [Abstract] | ||
SUMMARY OF WARRANTS ACTIVITY | A summary of the Company’s stock warrants activity is as follows: SUMMARY OF WARRANTS ACTIVITY Number of Options (in thousands) Weighted- Average Exercise Price Weighted- Average Contractual Term Aggregate Intrinsic Value Outstanding at December 31, 2021 165,077 $ 2.05 4.9 - Granted - - Exercised - - Canceled - - Outstanding at March 31, 2022 165,077 $ 2.05 4.6 $ - Vested and expected to vest at December 31, 2021 165,077 $ 2.05 4.6 $ - Exercisable at March 31, 2022 165,077 $ 2.05 4.6 $ - | A summary of the Company’s stock warrants activity is as follows: SUMMARY OF WARRANTS ACTIVITY Number of Options (in thousands) Weighted- Average Exercise Price Weighted- Average Contractual Term Aggregate Intrinsic Value Outstanding at December 31, 2020 - $ - Granted 165,077 2.05 Exercised - - Canceled - - Outstanding at December 31, 2021 165,077 $ 2.05 4.9 $ - Vested and expected to vest at December 31, 2021 165,077 $ 2.05 4.9 $ - Exercisable at December 31, 2021 165,077 $ 2.05 4.9 $ - |
SCHEDULE OF FAIR VALUE OF STOCK OPTIONS GRANTED ASSUMPTIONS | The fair values of warrants granted in 2021 were estimated using the Black-Scholes option pricing model on the grant date using the following assumptions: SCHEDULE OF FAIR VALUE OF STOCK OPTIONS GRANTED ASSUMPTIONS March 31, 2022 Weighted-average grant date fair value per share $ 8.14 Risk-free interest rate 0.76 0.84 % Dividend yield — % Expected term (in years) 5 Volatility 368 369 % | The fair values of warrants granted in 2021 were estimated using the Black-Scholes option pricing model on the grant date using the following assumptions: SCHEDULE OF FAIR VALUE OF STOCK OPTIONS GRANTED ASSUMPTIONS December 31, 2021 Weighted-average grant date fair value per share $ 8.14 Risk-free interest rate 0.76 0.84 % Dividend yield - % Expected term (in years) 5 Volatility 368 369 % |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
SCHEDULE OF PROVISION FOR FEDERAL INCOME TAXES | SCHEDULE OF PROVISION FOR FEDERAL INCOME TAXES 2021 2020 Year Ended December 31, 2021 2020 “Expected” income tax benefit $ 4,826,146 $ 541,321 Decrease in valuation allowance (4,826,146 ) (541,321 ) Income tax provision $ - $ - |
SCHEDULE OF NET DEFERRED TAX ASSETS | SCHEDULE OF NET DEFERRED TAX ASSETS 2020 2019 December 31, 2020 2019 Deferred tax assets: Net operating loss carry forwards $ 5,367,467 $ 541,321 Valuation allowance (5,367,467 ) (541,321 ) Net deferred tax gross - - Net deferred tax assets $ - $ - |
Convertible Promissory Note [Member] | |
SCHEDULE OF PENALITIES AND PREMIUM | The ONE44 Note bears interest at a rate of 4 February 16, 2023 SCHEDULE OF PENALITIES AND PREMIUM Prepay Date Prepay Amount ≤ 60 days 120 61-120 days 130 121-150 days 140 151-180 days 150 |
Fast Capital LLC [Member] | Convertible Promissory Note [Member] | |
SCHEDULE OF PENALITIES AND PREMIUM | SCHEDULE OF PENALITIES AND PREMIUM Prepay Date Prepay Amount On or before 30 days 115 31 – 60 days 120 61 – 90 days 125 91 – 120 days 130 121 – 150 days 135 151 – 180 days 140 |
ORGANIZATION AND OPERATIONS (De
ORGANIZATION AND OPERATIONS (Details Narrative) - USD ($) | May 29, 2020 | Dec. 27, 2006 | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Nov. 12, 2020 | Jul. 07, 2020 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Authorized capital stock | 550,000,000 | ||||||
Common stock, shares authorized | 2,000,000,000 | 500,000,000 | 500,000,000 | 500,000,000 | |||
Common stock par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||
Preferred stock, shares authorized | 50,000,000 | 50,000,000 | 50,000,000 | 50,000,000 | |||
Preferred stock par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||
West of Hudson Group, Inc. [Member] | WOH Brands, LLC Oopsie Daisy Swimwear, LLC and DAK Brands, LLC [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Business acquisition, acquired percentage | 100.00% | 100.00% | |||||
West of Hudson Group, Inc. [Member] | Doiyen LLC [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Business acquisition, acquired percentage | 100.00% | 100.00% | |||||
Share Exchange Agreement With NTH [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Share exchange agreement description | Tongji, Inc. acquired 100% of the equity in NTH pursuant to an Agreement and Plan of Merger, pursuant to which NTH became a wholly owned subsidiary of Tongji, Inc. Pursuant to the Agreement and Plan of Merger, the Company issued 15,652,557 shares of common stock to the stockholders of NTH in exchange for 100% of the issued and outstanding shares of common stock of NTH | ||||||
Ownership interest acquired under share exchange agreement | 100.00% | ||||||
Shares issued in recapitalization, shares | 15,652,557 | ||||||
Stock Purchase Agreement [Member] | Joseph Arcaro [Member] | West of Hudson Group, Inc. [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Ownership interest acquired under share exchange agreement | 65.00% | ||||||
Sale of stock, shares | 30,000,000 | ||||||
Sale of stock, value | $ 240,000 | ||||||
Merger Agreement [Member] | Security Holders [Member] | West of Hudson Group, Inc. [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Business acquisition, acquired percentage | 50.54% |
SCHEDULE OF PROPERTY AND EQUIPM
SCHEDULE OF PROPERTY AND EQUIPMENT, NET ESTIMATED USEFUL LIVES (Details) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Equipment [Member] | ||
Impairment Effects on Earnings Per Share [Line Items] | ||
Useful Life | 3 years | 3 years |
SCHEDULE OF COMPUTATION OF BASI
SCHEDULE OF COMPUTATION OF BASIC AND DILUTED EARNING PER SHARE (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | ||||
Net loss | $ (3,498,152) | $ (5,798,578) | $ (22,245,656) | $ (2,577,721) |
Weighted average common shares outstanding—basic | 108,753,763 | 93,330,191 | 95,150,297 | 52,099,680 |
Dilutive common stock equivalents | ||||
Weighted average common shares outstanding—diluted | 108,753,763 | 93,330,191 | 95,150,297 | 52,099,680 |
Basic | $ (0.03) | $ (0.06) | $ (0.23) | $ (0.05) |
Diluted | $ (0.03) | $ (0.06) | $ (0.23) | $ (0.05) |
SCHEDULE OF ASSETS AND LIABILIT
SCHEDULE OF ASSETS AND LIABILITIES UNDER FAIR VALUE HIERARCHY (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Defined Benefit Plan Disclosure [Line Items] | |||
Derivative Liability, Current | $ 983,630 | $ 513,959 | $ 304,490 |
Total | 983,630 | 513,959 | |
Fair Value, Inputs, Level 1 [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Derivative Liability, Current | |||
Total | |||
Fair Value, Inputs, Level 2 [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Derivative Liability, Current | |||
Total | |||
Fair Value, Inputs, Level 3 [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Derivative Liability, Current | 983,630 | 513,959 | $ 304,490 |
Total | $ 983,630 | $ 513,959 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Product Information [Line Items] | ||||
Advertising expense | $ 45,758 | $ 239,414 | $ 118,697 | $ 27,810 |
Bad debt allowances for accounts receivable | 0 | 0 | 0 | |
Contract liabilities | 50,300 | 337,500 | 73,648 | |
Capitalized software | 93,491 | 0 | 390,936 | 0 |
Amorization expense of software | 9,214 | 0 | 10,791 | 0 |
Unamortized costs of capitalized software | 542,310 | 458,033 | 0 | |
Impairment loss of goodwill | 0 | 0 | 0 | 240,000 |
Impairment loss of long lived assets | $ 0 | $ 0 | $ 0 | |
Potential shares issuable upon conversion of warrants | 8,936,529 | 127,922 | ||
Accounts Receivable, after Allowance for Credit Loss | $ 118,715 | $ 243,381 | $ 213,422 | |
Tinderblog Agency [Member] | ||||
Product Information [Line Items] | ||||
Accounts Receivable, after Allowance for Credit Loss | $ 125,000 | |||
Tinderblog Agency [Member] | Revenue Benchmark [Member] | Customer Concentration Risk [Member] | ||||
Product Information [Line Items] | ||||
Concentration Risk, Percentage | 59.00% | |||
Reinman Agency [Member] | ||||
Product Information [Line Items] | ||||
Accounts Receivable, after Allowance for Credit Loss | $ 0 | |||
Reinman Agency [Member] | Revenue Benchmark [Member] | Customer Concentration Risk [Member] | ||||
Product Information [Line Items] | ||||
Concentration Risk, Percentage | 0.00% | |||
Warrant [Member] | ||||
Product Information [Line Items] | ||||
Potential shares issuable upon conversion of warrants | 165,077 | 0 | ||
Convertible Debt Securities [Member] | ||||
Product Information [Line Items] | ||||
Potential shares issuable upon conversion of warrants | 79,893,858 | 8,936,529 | ||
Warrant [Member] | ||||
Product Information [Line Items] | ||||
Potential shares issuable upon conversion of warrants | 165,077 | 165,077 |
GOING CONCERN (Details Narrativ
GOING CONCERN (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Jan. 01, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||
Net loss | $ 3,498,152 | $ 5,798,578 | $ 22,245,656 | $ 2,577,721 | |
Working capital deficit | 10,595,819 | 8,288,629 | |||
Stockholder's (deficit) | $ 11,253,058 | $ 2,408,344 | $ 9,149,864 | $ 2,332,086 |
SCHEDULE OF PURCHASE PRICE CONS
SCHEDULE OF PURCHASE PRICE CONSIDERATION (Details) - USD ($) | Feb. 03, 2021 | Dec. 31, 2021 |
Business Acquisition [Line Items] | ||
Common stock issued | $ (60,697) | |
Total purchase price | (60,697) | |
Magiclytics [Member] | ||
Business Acquisition [Line Items] | ||
Common stock issued | $ (60,697) | |
Total purchase price | $ (60,697) | |
Total purchase price | $ (60,697) |
SCHEDULE OF CARRYING VALUE OF A
SCHEDULE OF CARRYING VALUE OF ASSETS ACQUIRED AND LIABILITIES ASSUMED (Details) - USD ($) | Feb. 03, 2021 | Dec. 31, 2021 |
Business Acquisition [Line Items] | ||
Total purchase price | $ (60,697) | |
Magiclytics [Member] | ||
Business Acquisition [Line Items] | ||
Cash | $ 76 | 76 |
Intangibles | 77,889 | 77,889 |
Related party payable | (97,761) | (97,761) |
AP and accrued liabilities | (40,901) | (40,901) |
Identifiable net assets acquired | (60,697) | (60,697) |
Total purchase price | (60,697) | |
Identifiable net assets acquired | $ (60,697) | (60,697) |
Total purchase price | $ (60,697) |
BUSINESS COMBINATIONS (Details
BUSINESS COMBINATIONS (Details Narrative) - USD ($) | Feb. 03, 2021 | Feb. 03, 2021 | Feb. 03, 2021 | Nov. 30, 2021 | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Business Acquisition [Line Items] | |||||||
Business acquisition, shares issued, value | $ 60,697 | ||||||
Shares issued | 734,689 | ||||||
Stock issued during period value new issues | $ 364,903 | $ (45,512) | |||||
Due to related parties | |||||||
Total purchase price | $ (60,697) | ||||||
Common Stock [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Shares issued | 874,999 | ||||||
Shares issued in recapitalization, shares | 8,351,960 | 46,811,195 | |||||
Proceeds from public offering | $ 3,500,000 | ||||||
Stock issued during period value new issues | $ 8,352 | $ 46,811 | |||||
Magiclytics [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Shares issued | 5,000 | ||||||
Due to related parties | 97,761 | ||||||
Total purchase price | 60,697 | ||||||
Christian Young [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Common stock percentage | 45.00% | ||||||
Shares issued in recapitalization, shares | 330,610 | ||||||
Christian Young and Wilfred Man [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Common stock percentage | 90.00% | ||||||
Tranche Three [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Additional gross revenue | $ 500,000 | $ 500,000 | $ 500,000 | ||||
Magiclytics [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Business acquisition, shares issued, value | 60,697 | ||||||
[custom:BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedRelatedPartyPayable-0] | $ 97,761 | $ 97,761 | 97,761 | 97,761 | |||
Business Combination, Consideration Transferred | $ 60,697 | ||||||
Total purchase price | $ (60,697) | ||||||
Magiclytics [Member] | Magiclytics Shareholders [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Business acquisition, shares issued | 734,689 | 140,311 | |||||
Business acquisition share price | $ 4 | ||||||
Business acquisition, shares issued, value | $ 3,500,000 | ||||||
Magiclytics [Member] | Mr Young [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Common stock percentage | 4.50% | ||||||
Business acquisition, shares issued, value | $ 393,750 | ||||||
Magiclytics [Member] | Christian Young [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Business acquisition, shares issued | 330,610 | ||||||
Common stock percentage | 45.00% | ||||||
Magiclytics [Member] | Wilfred Man [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Business acquisition, shares issued | 330,610 | ||||||
Common stock percentage | 90.00% | ||||||
A&R Share Exchange Agreement [Member] | Magiclytics [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Shares issued | 734,689 | ||||||
Common stock issuance description | The number of shares of the Company common stock issued at the Magiclytics Closing was based on the fair market value of the Company common stock as initially agreed to by the parties, which is $4.76 per share (the “Base Value”). The fair market value was determined based on the volume weighted average closing price of the Company common stock for the twenty (20) trading day period immediately prior to the Magiclytics, | ||||||
A&R Share Exchange Agreement [Member] | Magiclytics [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Business acquisition, shares issued | 734,689 | ||||||
Business acquisition, shares acquired | 5,000 | ||||||
Business acquisition share price | $ 4.76 | $ 4.76 | $ 4.76 | ||||
Consulting Agreement [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Gross revenue | $ 500,000 | $ 500,000 | $ 500,000 | ||||
Stock issued during period value new issues | $ 393,750 | ||||||
Consulting Agreement [Member] | Tranche Four [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Sale of Stock, Description of Transaction | the Company will issue to Mr. Young a number of shares of Company Common Stock equal to (i) 4.5% of the Net Income (as defined below) of Magiclytics during such 12 month period divided by (ii) the VWAP as of the last date of such 12 month period. |
PREPAID EXPENSE (Details Narrat
PREPAID EXPENSE (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Prepaid Expense | |||
Prepaid expense | $ 54,000 | $ 449,954 | |
Stock compensation to consultants and employees | $ 54,000 | 154,954 | |
Commissions | $ 295,000 |
SCHEDULE OF FIXED ASSETS, NET (
SCHEDULE OF FIXED ASSETS, NET (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | |||
Equipment | $ 113,638 | $ 113,638 | $ 79,737 |
Less: accumulated depreciation and amortization | (54,500) | (45,987) | (14,945) |
Property, plant, and equipment, net | $ 59,138 | $ 67,651 | $ 64,792 |
Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Estimated Useful Life | 3 years | 3 years | 3 years |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation expense | $ 8,513 | $ 6,935 | $ 31,042 | $ 14,945 |
SCHEDULE OF FINITE-LIVED INTANG
SCHEDULE OF FINITE-LIVED INTANGIBLE ASSETS ACQUIRED AS PART OF BUSINESS COMBINATION (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Restructuring Cost and Reserve [Line Items] | |||
Gross Carrying Amount | $ 562,315 | $ 468,824 | |
Accumulated Amortization | 20,005 | 10,791 | |
Net Carrying Amount | $ 542,310 | 458,033 | |
Developed Technology Magiclytics [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Weighted Average Useful Life (in Years) | 5 years | ||
Gross Carrying Amount | $ 275,489 | 184,058 | |
Accumulated Amortization | 20,005 | 10,791 | |
Net Carrying Amount | 255,484 | 173,267 | |
Developed Technology Magiclytics One [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Gross Carrying Amount | 286,826 | 284,766 | |
Accumulated Amortization | |||
Net Carrying Amount | $ 286,826 | $ 284,766 | |
Developed Technology Honeydrip [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Weighted Average Useful Life (in Years) | 5 years | ||
Gross Carrying Amount | $ 184,058 | ||
Accumulated Amortization | 10,791 | ||
Net Carrying Amount | $ 173,267 |
INTANGIBLES (Details Narrative)
INTANGIBLES (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Intangible assets | $ 542,310 | $ 458,033 | $ 468,824 | $ 0 |
Amortization of Intangible Assets | $ 9,214 | $ 0 | $ 10,791 | $ 0 |
SCHEDULE OF ACCOUNTS PAYABLE AN
SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | |||
Accounts payable | $ 244,430 | $ 429,160 | $ 146,450 |
Accrued payroll | 715,000 | 520,000 | |
Accrued interest | 681,609 | 550,285 | |
Other | 121,524 | 121,216 | 73,402 |
Accounts payable and accrued liabilities | $ 1,762,563 | $ 1,620,661 | $ 219,852 |
SCHEDULE OF CONVERTIBLE PROMISS
SCHEDULE OF CONVERTIBLE PROMISSORY NOTE (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Short-Term Debt [Line Items] | |||
Debt Discounts | $ 1,039,038 | $ 1,942,022 | |
Add: Remaining note principal balance | 8,554,197 | 7,703,501 | |
Total convertible promissory notes, net | $ 7,515,159 | $ 5,761,479 | $ 19,493 |
Convertible Promissory Note [Member] | ProActive Capital SPV I, LLC [Member] | |||
Short-Term Debt [Line Items] | |||
Start Date | Jan. 20, 2021 | Jan. 20, 2021 | |
End Date | Jan. 20, 2022 | Jan. 20, 2022 | |
Initial Note Principal Balance | $ 250,000 | $ 250,000 | |
Current Note Principal Balance | 300,000 | ||
Debt Discounts As of Issuance | 217,024 | 217,024 | |
Amortization | (217,024) | (205,132) | |
Debt Discounts | $ 11,892 | ||
Convertible Promissory Note [Member] | GS Capital Partners, LLC #1 [Member] | |||
Short-Term Debt [Line Items] | |||
Start Date | Jan. 25, 2021 | Jan. 25, 2021 | |
End Date | Jan. 25, 2022 | Jan. 25, 2022 | |
Initial Note Principal Balance | $ 288,889 | $ 288,889 | |
Current Note Principal Balance | 0 | ||
Debt Discounts As of Issuance | 288,889 | 288,889 | |
Amortization | (288,889) | (288,889) | |
Debt Discounts | |||
Convertible Promissory Note [Member] | GS Capital Partners LLC One Replacement [Member] | |||
Short-Term Debt [Line Items] | |||
Start Date | Nov. 26, 2021 | Nov. 26, 2021 | |
End Date | May 31, 2022 | May 31, 2022 | |
Initial Note Principal Balance | $ 300,445 | $ 300,445 | |
Current Note Principal Balance | 300,445 | ||
Debt Discounts As of Issuance | |||
Amortization | |||
Debt Discounts | |||
Convertible Promissory Note [Member] | Tiger Trout SPA [Member] | |||
Short-Term Debt [Line Items] | |||
Start Date | Jan. 29, 2021 | Jan. 29, 2021 | |
End Date | Jan. 29, 2022 | Jan. 29, 2022 | |
Initial Note Principal Balance | $ 1,540,000 | $ 1,540,000 | |
Current Note Principal Balance | 1,928,378 | ||
Debt Discounts As of Issuance | 1,540,000 | 1,540,000 | |
Amortization | (1,540,000) | (1,417,644) | |
Debt Discounts | $ 122,356 | ||
Convertible Promissory Note [Member] | GS Capital Partners, LLC #2 [Member] | |||
Short-Term Debt [Line Items] | |||
Start Date | Feb. 16, 2021 | Feb. 16, 2021 | |
End Date | Feb. 16, 2022 | Feb. 16, 2022 | |
Initial Note Principal Balance | $ 577,778 | $ 577,778 | |
Current Note Principal Balance | 559,659 | ||
Debt Discounts As of Issuance | 577,778 | 577,778 | |
Amortization | (577,778) | (560,486) | |
Debt Discounts | $ 17,292 | ||
Convertible Promissory Note [Member] | Labrys Fund, LP [Member] | |||
Short-Term Debt [Line Items] | |||
Start Date | Mar. 11, 2021 | Mar. 11, 2021 | |
End Date | Mar. 11, 2022 | Mar. 11, 2022 | |
Initial Note Principal Balance | $ 1,000,000 | $ 1,000,000 | |
Current Note Principal Balance | 589,812 | ||
Debt Discounts As of Issuance | 1,000,000 | 1,000,000 | |
Amortization | (1,000,000) | (863,750) | |
Debt Discounts | $ 136,250 | ||
Convertible Promissory Note [Member] | GS Capital Partners, LLC #3 [Member] | |||
Short-Term Debt [Line Items] | |||
Start Date | Mar. 16, 2021 | Mar. 16, 2021 | |
End Date | Mar. 16, 2022 | Mar. 16, 2022 | |
Initial Note Principal Balance | $ 577,778 | $ 577,778 | |
Current Note Principal Balance | 577,778 | ||
Debt Discounts As of Issuance | 577,778 | 577,778 | |
Amortization | (577,778) | (459,056) | |
Debt Discounts | $ 118,722 | ||
Convertible Promissory Note [Member] | GS Capital Partners, LLC #4 [Member] | |||
Short-Term Debt [Line Items] | |||
Start Date | Apr. 1, 2021 | Apr. 1, 2021 | |
End Date | Apr. 1, 2022 | Apr. 1, 2022 | |
Initial Note Principal Balance | $ 550,000 | $ 550,000 | |
Current Note Principal Balance | 550,000 | ||
Debt Discounts As of Issuance | 550,000 | 550,000 | |
Amortization | (548,493) | (412,877) | |
Debt Discounts | $ 1,507 | $ 137,123 | |
Convertible Promissory Note [Member] | Eagle Equities LLC [Member] | |||
Short-Term Debt [Line Items] | |||
Start Date | Apr. 13, 2021 | Apr. 13, 2021 | |
End Date | Apr. 13, 2022 | Apr. 13, 2022 | |
Initial Note Principal Balance | $ 1,100,000 | $ 1,100,000 | |
Current Note Principal Balance | 1,100,000 | ||
Debt Discounts As of Issuance | 1,100,000 | 1,100,000 | |
Amortization | (1,060,822) | (789,589) | |
Debt Discounts | $ 39,178 | $ 310,411 | |
Convertible Promissory Note [Member] | GS Capital Partners, LLC #5 [Member] | |||
Short-Term Debt [Line Items] | |||
Start Date | Apr. 29, 2021 | Apr. 29, 2021 | |
End Date | Apr. 29, 2022 | Apr. 29, 2022 | |
Initial Note Principal Balance | $ 550,000 | $ 550,000 | |
Current Note Principal Balance | 550,000 | ||
Debt Discounts As of Issuance | 550,000 | 550,000 | |
Amortization | (506,302) | (417,397) | |
Debt Discounts | $ 43,698 | $ 132,603 | |
Convertible Promissory Note [Member] | GS Capital Partners, LLC #6 [Member] | |||
Short-Term Debt [Line Items] | |||
Start Date | Jun. 3, 2021 | Jun. 3, 2021 | |
End Date | Jun. 3, 2022 | Jun. 3, 2022 | |
Initial Note Principal Balance | $ 550,000 | $ 550,000 | |
Current Note Principal Balance | 550,000 | ||
Debt Discounts As of Issuance | 550,000 | 550,000 | |
Amortization | (453,562) | (317,945) | |
Debt Discounts | $ 96,438 | $ 232,055 | |
Convertible Promissory Note [Member] | Chris Etherington [Member] | |||
Short-Term Debt [Line Items] | |||
Start Date | Aug. 26, 2021 | Aug. 26, 2021 | |
End Date | Aug. 26, 2022 | Aug. 26, 2022 | |
Initial Note Principal Balance | $ 165,000 | $ 165,000 | |
Current Note Principal Balance | 165,000 | ||
Debt Discounts As of Issuance | 165,000 | 165,000 | |
Amortization | (98,096) | (57,411) | |
Debt Discounts | $ 66,904 | $ 107,589 | |
Convertible Promissory Note [Member] | Rui Wu [Member] | |||
Short-Term Debt [Line Items] | |||
Start Date | Aug. 26, 2021 | Aug. 26, 2021 | |
End Date | Aug. 26, 2022 | Aug. 26, 2022 | |
Initial Note Principal Balance | $ 550,000 | $ 550,000 | |
Current Note Principal Balance | 550,000 | ||
Debt Discounts As of Issuance | 550,000 | 550,000 | |
Amortization | (326,987) | (191,370) | |
Debt Discounts | $ 223,013 | $ 358,630 | |
Convertible Promissory Note [Member] | Sixth Street Lending One [Member] | |||
Short-Term Debt [Line Items] | |||
Start Date | Nov. 28, 2021 | Nov. 28, 2021 | |
End Date | Nov. 28, 2022 | Nov. 28, 2022 | |
Initial Note Principal Balance | $ 224,000 | $ 224,000 | |
Current Note Principal Balance | 224,000 | ||
Debt Discounts As of Issuance | 173,894 | 173,894 | |
Amortization | (63,364) | (20,486) | |
Debt Discounts | $ 110,530 | $ 153,408 | |
Convertible Promissory Note [Member] | Sixth Street Lending Two [Member] | |||
Short-Term Debt [Line Items] | |||
Start Date | Dec. 9, 2021 | Dec. 9, 2021 | |
End Date | Dec. 9, 2022 | Dec. 9, 2022 | |
Initial Note Principal Balance | $ 93,500 | $ 93,500 | |
Current Note Principal Balance | 93,500 | ||
Debt Discounts As of Issuance | 79,118 | 79,118 | |
Amortization | (24,278) | (4,769) | |
Debt Discounts | $ 54,840 | $ 74,349 | |
Convertible Promissory Note [Member] | Fast Capital LLC [Member] | |||
Short-Term Debt [Line Items] | |||
Start Date | Jan. 10, 2022 | ||
End Date | Jan. 10, 2023 | ||
Initial Note Principal Balance | $ 120,000 | ||
Current Note Principal Balance | 120,000 | ||
Debt Discounts As of Issuance | 120,000 | ||
Amortization | (26,301) | ||
Debt Discounts | $ 93,699 | ||
Convertible Promissory Note [Member] | Sixth Street Lending Three [Member] | |||
Short-Term Debt [Line Items] | |||
Start Date | Jan. 12, 2022 | ||
End Date | Jan. 12, 2023 | ||
Initial Note Principal Balance | $ 70,125 | ||
Current Note Principal Balance | 70,125 | ||
Debt Discounts As of Issuance | 50,748 | ||
Amortization | (10,844) | ||
Debt Discounts | $ 39,904 | ||
Convertible Promissory Note [Member] | One Fouty Four Capital [Member] | |||
Short-Term Debt [Line Items] | |||
Start Date | Feb. 16, 2022 | ||
End Date | Feb. 16, 2023 | ||
Initial Note Principal Balance | $ 175,500 | ||
Current Note Principal Balance | 175,500 | ||
Debt Discounts As of Issuance | 148,306 | ||
Amortization | (17,471) | ||
Debt Discounts | $ 130,835 | ||
Convertible Promissory Note [Member] | Coventry Enterprise [Member] | |||
Short-Term Debt [Line Items] | |||
Start Date | Mar. 3, 2022 | ||
End Date | Mar. 3, 2023 | ||
Initial Note Principal Balance | $ 150,000 | ||
Current Note Principal Balance | 150,000 | ||
Debt Discounts As of Issuance | 150,000 | ||
Amortization | (11,507) | ||
Debt Discounts | $ 138,492 | ||
Scott Hoey [Member] | Convertible Promissory Note [Member] | |||
Short-Term Debt [Line Items] | |||
Start Date | Sep. 10, 2020 | Sep. 10, 2020 | |
End Date | Sep. 10, 2022 | Sep. 10, 2022 | |
Initial Note Principal Balance | $ 7,500 | $ 7,500 | |
Current Note Principal Balance | 0 | ||
Debt Discounts As of Issuance | 7,500 | 7,500 | |
Amortization | (7,500) | (7,500) | |
Debt Discounts | |||
Cary Niu [Member] | Convertible Promissory Note [Member] | |||
Short-Term Debt [Line Items] | |||
Start Date | Sep. 18, 2020 | Sep. 18, 2020 | |
End Date | Sep. 18, 2022 | Sep. 18, 2022 | |
Initial Note Principal Balance | $ 50,000 | $ 50,000 | |
Current Note Principal Balance | 0 | ||
Debt Discounts As of Issuance | 50,000 | 50,000 | |
Amortization | (50,000) | (32,123) | |
Debt Discounts | $ 17,877 | ||
Jesus Galen [Member] | Convertible Promissory Note [Member] | |||
Short-Term Debt [Line Items] | |||
Start Date | Oct. 6, 2020 | Oct. 6, 2020 | |
End Date | Oct. 6, 2022 | Oct. 6, 2022 | |
Initial Note Principal Balance | $ 30,000 | $ 30,000 | |
Current Note Principal Balance | 0 | ||
Debt Discounts As of Issuance | 30,000 | 30,000 | |
Amortization | (30,000) | (18,535) | |
Debt Discounts | $ 11,465 | ||
Darren Huynh [Member] | Convertible Promissory Note [Member] | |||
Short-Term Debt [Line Items] | |||
Start Date | Oct. 6, 2020 | Oct. 6, 2020 | |
End Date | Oct. 6, 2022 | Oct. 6, 2022 | |
Initial Note Principal Balance | $ 50,000 | $ 50,000 | |
Current Note Principal Balance | 0 | ||
Debt Discounts As of Issuance | 50,000 | 50,000 | |
Amortization | (50,000) | (50,000) | |
Debt Discounts | |||
Wayne Wong [Member] | Convertible Promissory Note [Member] | |||
Short-Term Debt [Line Items] | |||
Start Date | Oct. 6, 2020 | Oct. 6, 2020 | |
End Date | Oct. 6, 2022 | Oct. 6, 2022 | |
Initial Note Principal Balance | $ 25,000 | $ 25,000 | |
Current Note Principal Balance | 0 | ||
Debt Discounts As of Issuance | 25,000 | 25,000 | |
Amortization | (25,000) | (25,000) | |
Debt Discounts | |||
Matt Singer [Member] | Convertible Promissory Note [Member] | |||
Short-Term Debt [Line Items] | |||
Start Date | Jan. 3, 2021 | Jan. 3, 2021 | |
End Date | Jan. 3, 2023 | Jan. 3, 2023 | |
Initial Note Principal Balance | $ 13,000 | $ 13,000 | |
Current Note Principal Balance | 0 | ||
Debt Discounts As of Issuance | 13,000 | 13,000 | |
Amortization | (13,000) | (13,000) | |
Debt Discounts |
SCHEDULE OF FUTURE MATURITIES O
SCHEDULE OF FUTURE MATURITIES OF CONVERTIBLE NOTES PAYABLE (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Debt Disclosure [Abstract] | ||
2022 | $ (8,038,572) | |
2023 | (515,625) | (7,703,501) |
2024 | ||
2025 | ||
2025 | ||
Thereafter | ||
Total | (8,554,197) | (7,703,501) |
2021 | 8,038,572 | |
2022 | 515,625 | 7,703,501 |
2023 | ||
2024 | ||
Thereafter | ||
Total | $ 8,554,197 | $ 7,703,501 |
CONVERTIBLE NOTES PAYABLE (Deta
CONVERTIBLE NOTES PAYABLE (Details Narrative) | Apr. 02, 2022 | Mar. 16, 2022 | Mar. 03, 2022USD ($)shares | Feb. 19, 2022 | Feb. 16, 2022USD ($)$ / shares | Feb. 04, 2022USD ($) | Jan. 25, 2022USD ($) | Jan. 20, 2022 | Jan. 12, 2022USD ($)Integer$ / shares | Jan. 10, 2022USD ($) | Dec. 20, 2021USD ($)$ / sharesshares | Dec. 09, 2021USD ($)Integer$ / shares | Nov. 26, 2021USD ($)shares | Nov. 26, 2021USD ($) | Nov. 18, 2021USD ($)Integer$ / shares | Nov. 08, 2021USD ($)$ / sharesshares | Aug. 27, 2021USD ($)Integer$ / sharesshares | Jun. 03, 2021USD ($)$ / sharesshares | Apr. 29, 2021USD ($)$ / sharesshares | Apr. 13, 2021USD ($)$ / sharesshares | Apr. 02, 2021USD ($)$ / sharesshares | Apr. 02, 2021USD ($)$ / sharesshares | Mar. 16, 2021USD ($)$ / sharesshares | Mar. 11, 2021USD ($)shares | Feb. 19, 2021USD ($)$ / sharesshares | Jan. 29, 2021USD ($)shares | Jan. 26, 2021shares | Jan. 25, 2021USD ($)$ / sharesshares | Jan. 20, 2021USD ($)$ / sharesshares | Jan. 03, 2021USD ($)Integer$ / shares | Dec. 08, 2020USD ($)Integer$ / sharesshares | Oct. 06, 2020USD ($)Integer | Sep. 18, 2020USD ($)Integer | Sep. 10, 2020USD ($)Integer | Mar. 30, 2022USD ($)shares | Mar. 31, 2022USD ($)$ / sharesshares | Mar. 31, 2021USD ($)shares | Jun. 30, 2021USD ($)shares | Sep. 30, 2021USD ($) | Dec. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | Jul. 07, 2020$ / shares |
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||||
Purchase price | $ 515,625 | $ 3,538,000 | $ 8,041,501 | $ 162,500 | ||||||||||||||||||||||||||||||||||||||
Interest payable | 681,609 | 550,285 | ||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount | $ 1,039,038 | $ 1,942,022 | ||||||||||||||||||||||||||||||||||||||||
Common stock value per share | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||||||||||||||||||||||||||||
Repayment of convertible debt | $ 18,119 | $ 455,000 | ||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Value, Conversion of Convertible Securities | 89,366 | $ 13,000 | 1,040,181 | $ 34,540 | ||||||||||||||||||||||||||||||||||||||
Convertible note payable | $ 7,515,159 | $ 5,761,479 | $ 19,493 | |||||||||||||||||||||||||||||||||||||||
Common Stock, Shares, Issued | shares | 120,399,731 | 97,785,107 | 92,682,632 | |||||||||||||||||||||||||||||||||||||||
Interest expense for notes payable | $ 530,433 | $ 2,711 | ||||||||||||||||||||||||||||||||||||||||
Amortization of Debt Discount (Premium) | $ 5,932,883 | $ 26,993 | ||||||||||||||||||||||||||||||||||||||||
Tiger Trout Capital Puerto Rico, LLC [Member] | ||||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||||
Additional amount to be paid | $ 50,000 | |||||||||||||||||||||||||||||||||||||||||
Eagle Equities LLC [Member] | ||||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||||
Additional amount to be paid | $ 3,500,000 | |||||||||||||||||||||||||||||||||||||||||
Chris Etherington [Member] | ||||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||||
Trading days | Integer | 20 | |||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 1 | |||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 75.00% | |||||||||||||||||||||||||||||||||||||||||
Convertible Promissory Note [Member] | ||||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||||
Conversion of beneficial share | shares | 51,000 | |||||||||||||||||||||||||||||||||||||||||
Shares issued on conversion | shares | 3,574,260 | 8,197 | 305,747 | 10,833 | ||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Value, Conversion of Convertible Securities | $ 89,366 | $ 13,000 | $ 1,040,181 | $ 7,500 | ||||||||||||||||||||||||||||||||||||||
Convertible Promissory Note [Member] | ProActive Capital SPV I, LLC [Member] | ||||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Maturity Date | Jan. 20, 2022 | Jan. 20, 2022 | ||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount | $ 11,892 | |||||||||||||||||||||||||||||||||||||||||
Total debt discounts | $ 217,024 | $ 205,132 | ||||||||||||||||||||||||||||||||||||||||
Convertible Promissory Note [Member] | GS Capital Partners, LLC #1 [Member] | ||||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Maturity Date | Jan. 25, 2022 | Jan. 25, 2022 | ||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount | ||||||||||||||||||||||||||||||||||||||||||
Total debt discounts | $ 288,889 | $ 288,889 | ||||||||||||||||||||||||||||||||||||||||
Convertible Promissory Note [Member] | GS Capital Partners, LLC #2 [Member] | ||||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Maturity Date | Feb. 16, 2022 | Feb. 16, 2022 | ||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount | $ 17,292 | |||||||||||||||||||||||||||||||||||||||||
Total debt discounts | $ 577,778 | $ 560,486 | ||||||||||||||||||||||||||||||||||||||||
Convertible Promissory Note [Member] | GS Capital Partners, LLC #3 [Member] | ||||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Maturity Date | Mar. 16, 2022 | Mar. 16, 2022 | ||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount | $ 118,722 | |||||||||||||||||||||||||||||||||||||||||
Total debt discounts | $ 577,778 | $ 459,056 | ||||||||||||||||||||||||||||||||||||||||
Convertible Promissory Note [Member] | GS Capital Partners, LLC #4 [Member] | ||||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Maturity Date | Apr. 1, 2022 | Apr. 1, 2022 | ||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount | $ 1,507 | $ 137,123 | ||||||||||||||||||||||||||||||||||||||||
Total debt discounts | $ 548,493 | $ 412,877 | ||||||||||||||||||||||||||||||||||||||||
Convertible Promissory Note [Member] | GS Capital Partners, LLC #5 [Member] | ||||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Maturity Date | Apr. 29, 2022 | Apr. 29, 2022 | ||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount | $ 43,698 | $ 132,603 | ||||||||||||||||||||||||||||||||||||||||
Total debt discounts | $ 506,302 | $ 417,397 | ||||||||||||||||||||||||||||||||||||||||
Convertible Promissory Note [Member] | GS Capital Partners, LLC #6 [Member] | ||||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Maturity Date | Jun. 3, 2022 | Jun. 3, 2022 | ||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount | $ 96,438 | $ 232,055 | ||||||||||||||||||||||||||||||||||||||||
Total debt discounts | $ 453,562 | $ 317,945 | ||||||||||||||||||||||||||||||||||||||||
Convertible Promissory Note [Member] | Eagle Equities LLC [Member] | ||||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Maturity Date | Apr. 13, 2022 | Apr. 13, 2022 | ||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount | $ 39,178 | $ 310,411 | ||||||||||||||||||||||||||||||||||||||||
Total debt discounts | $ 1,060,822 | $ 789,589 | ||||||||||||||||||||||||||||||||||||||||
Convertible Promissory Note [Member] | Labrys Fund, LP [Member] | ||||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Maturity Date | Mar. 11, 2022 | Mar. 11, 2022 | ||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount | $ 136,250 | |||||||||||||||||||||||||||||||||||||||||
Total debt discounts | $ 1,000,000 | $ 863,750 | ||||||||||||||||||||||||||||||||||||||||
Convertible Promissory Note [Member] | Chris Etherington [Member] | ||||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Maturity Date | Aug. 26, 2022 | Aug. 26, 2022 | ||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount | $ 66,904 | $ 107,589 | ||||||||||||||||||||||||||||||||||||||||
Total debt discounts | $ 98,096 | $ 57,411 | ||||||||||||||||||||||||||||||||||||||||
Convertible Promissory Note [Member] | Sixth Street Lending Two [Member] | ||||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Maturity Date | Dec. 9, 2022 | Dec. 9, 2022 | ||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount | $ 54,840 | $ 74,349 | ||||||||||||||||||||||||||||||||||||||||
Total debt discounts | $ 24,278 | $ 4,769 | ||||||||||||||||||||||||||||||||||||||||
Convertible Promissory Note [Member] | Sixth Street Lending Three [Member] | ||||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Maturity Date | Jan. 12, 2023 | |||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount | $ 39,904 | |||||||||||||||||||||||||||||||||||||||||
Total debt discounts | 10,844 | |||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable [Member] | ||||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||||
Interest expense for notes payable | 762,653 | 840,138 | ||||||||||||||||||||||||||||||||||||||||
Amortization of Debt Discount (Premium) | $ 1,349,628 | $ 495,937 | ||||||||||||||||||||||||||||||||||||||||
Scott Hoey [Member] | Convertible Promissory Note [Member] | ||||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Maturity Date | Sep. 10, 2022 | Sep. 10, 2022 | ||||||||||||||||||||||||||||||||||||||||
Trading days | Integer | 20 | 20 | 20 | |||||||||||||||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount | ||||||||||||||||||||||||||||||||||||||||||
Total debt discounts | $ 7,500 | $ 7,500 | ||||||||||||||||||||||||||||||||||||||||
Cary Niu [Member] | Convertible Promissory Note [Member] | ||||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Maturity Date | Sep. 18, 2022 | Sep. 18, 2022 | ||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount | $ 17,877 | |||||||||||||||||||||||||||||||||||||||||
Total debt discounts | $ 50,000 | $ 32,123 | ||||||||||||||||||||||||||||||||||||||||
Jesus Galen [Member] | Convertible Promissory Note [Member] | ||||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Maturity Date | Oct. 6, 2022 | Oct. 6, 2022 | ||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount | $ 11,465 | |||||||||||||||||||||||||||||||||||||||||
Total debt discounts | $ 30,000 | $ 18,535 | ||||||||||||||||||||||||||||||||||||||||
Darren Huynh [Member] | Convertible Promissory Note [Member] | ||||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Maturity Date | Oct. 6, 2022 | Oct. 6, 2022 | ||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount | ||||||||||||||||||||||||||||||||||||||||||
Total debt discounts | $ 50,000 | $ 50,000 | ||||||||||||||||||||||||||||||||||||||||
Wayne Wong [Member] | Convertible Promissory Note [Member] | ||||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Maturity Date | Oct. 6, 2022 | Oct. 6, 2022 | ||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount | ||||||||||||||||||||||||||||||||||||||||||
Total debt discounts | 25,000 | 25,000 | ||||||||||||||||||||||||||||||||||||||||
Purchase Agreement [Member] | ||||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable | 0 | 50,000 | ||||||||||||||||||||||||||||||||||||||||
Purchase Agreement [Member] | Chris Etherington [Member] | ||||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||||
Class of warrant share | shares | 37,500 | |||||||||||||||||||||||||||||||||||||||||
Warrant price per share | $ / shares | $ 2 | |||||||||||||||||||||||||||||||||||||||||
Purchase Agreement [Member] | Convertible Promissory Note [Member] | ||||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||||
Common stock conversion price percentage | 50.00% | 50.00% | 30.00% | |||||||||||||||||||||||||||||||||||||||
Debt conversion description | The Sixth Street #1 Note provides Sixth Street with conversion rights to convert all or any part of the outstanding and unpaid principal amount of the Note from time to time into fully paid and non-assessable shares of the Company’s Common Stock, par value $0.001 (“Common Stock”). Conversion rights are exercisable at any time during the period beginning on May 17, 2022 (180 days from when the Note was issued) and ending on the later of (i) the Maturity Date and (ii) the date of payment of the amounts due upon an uncured event of default. Any principal that Sixth Street elects to convert will convert at the Conversion Price, which is a Common Stock per share price equal to the lesser of a Variable Conversion Price and $1.00. The Variable Conversion Price is 75% of the Market Price, which is the lowest dollar volume-weighted average sale price (“VWAP”) during the 20-trading day period ending on the trading day immediately preceding the conversion date. VWAP is based on trading prices on the principal market for Company Common Stock or, if none, OTC. Currently, the Common Stock trades OTC. In no event is Sixth Street entitle to convert any portion of the Sixth Street #1 Note upon which conversion Sixth Street and its affiliates would beneficially own more than 4.99% of the outstanding shares of Company Common Stock | |||||||||||||||||||||||||||||||||||||||||
Debt original discount amount | $ 8,500 | |||||||||||||||||||||||||||||||||||||||||
Purchase Agreement [Member] | Convertible Promissory Note [Member] | Chris Etherington [Member] | ||||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 165,000 | |||||||||||||||||||||||||||||||||||||||||
Purchase price | $ 150,000 | |||||||||||||||||||||||||||||||||||||||||
Conversion of beneficial share | shares | 37,500 | |||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount | $ 15,000 | |||||||||||||||||||||||||||||||||||||||||
Debt conversion description | The Chris Etherington Note (and the principal amount and any accrued and unpaid interest) is convertible into shares of Company Common Stock at any time following August 26, 2021 until the note is repaid. The conversion price per share of Common Stock shall initially mean the lesser of (i) $1.00 or (ii) 75% of the lowest daily volume weighted average price of the Common Stock during the twenty (20) Trading Days (as defined in the Chris Etherington Note) immediately preceding the date of the respective conversion. The conversion price is subject to customary adjustments for any stock splits, etc. which occur following the determination of the conversion price | |||||||||||||||||||||||||||||||||||||||||
Debt original discount amount | $ 15,000 | |||||||||||||||||||||||||||||||||||||||||
Convertible note payable | 165,000 | |||||||||||||||||||||||||||||||||||||||||
Accretion expenses | $ 160,538 | |||||||||||||||||||||||||||||||||||||||||
Purchase Agreement [Member] | Convertible Promissory Note [Member] | Clubhouse Media Group Inc [Member] | ||||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||||
Note payable | 165,000 | 165,000 | 0 | |||||||||||||||||||||||||||||||||||||||
Purchase Agreement [Member] | Scott Hoey [Member] | ||||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable | 0 | 0 | 0 | |||||||||||||||||||||||||||||||||||||||
Purchase Agreement [Member] | Scott Hoey [Member] | Convertible Promissory Note [Member] | ||||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 7,500 | |||||||||||||||||||||||||||||||||||||||||
Purchase price | $ 7,500 | |||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Maturity Date | Sep. 10, 2022 | |||||||||||||||||||||||||||||||||||||||||
Bore interest rate | 8.00% | |||||||||||||||||||||||||||||||||||||||||
Common stock conversion price percentage | 50.00% | |||||||||||||||||||||||||||||||||||||||||
Trading days | Integer | 20 | |||||||||||||||||||||||||||||||||||||||||
Conversion of beneficial share | shares | 10,833 | |||||||||||||||||||||||||||||||||||||||||
Debt conversion amount | $ 7,500 | |||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 0.69 | |||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | |||||||||||||||||||||||||||||||||||||||||
Purchase Agreement [Member] | Cary Niu [Member] | ||||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable | 50,000 | 50,000 | ||||||||||||||||||||||||||||||||||||||||
Purchase Agreement [Member] | Cary Niu [Member] | Convertible Promissory Note [Member] | ||||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 50,000 | |||||||||||||||||||||||||||||||||||||||||
Purchase price | $ 50,000 | |||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Maturity Date | Sep. 18, 2022 | |||||||||||||||||||||||||||||||||||||||||
Common stock conversion price percentage | 30.00% | |||||||||||||||||||||||||||||||||||||||||
Trading days | Integer | 20 | |||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | |||||||||||||||||||||||||||||||||||||||||
Purchase Agreement [Member] | Jesus Galen [Member] | ||||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable | 0 | 30,000 | 30,000 | |||||||||||||||||||||||||||||||||||||||
Purchase Agreement [Member] | Jesus Galen [Member] | Convertible Promissory Note [Member] | ||||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 30,000 | |||||||||||||||||||||||||||||||||||||||||
Purchase price | $ 30,000 | |||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Maturity Date | Oct. 6, 2022 | |||||||||||||||||||||||||||||||||||||||||
Common stock conversion price percentage | 50.00% | |||||||||||||||||||||||||||||||||||||||||
Trading days | Integer | 20 | |||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | |||||||||||||||||||||||||||||||||||||||||
Purchase Agreement [Member] | Darren Huynh [Member] | ||||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable | 0 | 0 | 50,000 | |||||||||||||||||||||||||||||||||||||||
Purchase Agreement [Member] | Darren Huynh [Member] | Convertible Promissory Note [Member] | ||||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 50,000 | |||||||||||||||||||||||||||||||||||||||||
Purchase price | $ 50,000 | |||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Maturity Date | Oct. 6, 2022 | |||||||||||||||||||||||||||||||||||||||||
Common stock conversion price percentage | 50.00% | |||||||||||||||||||||||||||||||||||||||||
Trading days | Integer | 20 | |||||||||||||||||||||||||||||||||||||||||
Conversion of beneficial share | shares | 375,601 | |||||||||||||||||||||||||||||||||||||||||
Debt conversion amount | $ 50,000 | |||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 0.15 | |||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | |||||||||||||||||||||||||||||||||||||||||
Interest payable | $ 4,789 | |||||||||||||||||||||||||||||||||||||||||
Purchase Agreement [Member] | Wayne Wong [Member] | ||||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable | 0 | 0 | 25,000 | |||||||||||||||||||||||||||||||||||||||
Purchase Agreement [Member] | Wayne Wong [Member] | Convertible Promissory Note [Member] | ||||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 25,000 | |||||||||||||||||||||||||||||||||||||||||
Purchase price | $ 25,000 | |||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Maturity Date | Oct. 6, 2022 | |||||||||||||||||||||||||||||||||||||||||
Common stock conversion price percentage | 50.00% | |||||||||||||||||||||||||||||||||||||||||
Trading days | Integer | 20 | |||||||||||||||||||||||||||||||||||||||||
Conversion of beneficial share | shares | 47,478 | |||||||||||||||||||||||||||||||||||||||||
Debt conversion amount | $ 25,000 | |||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 0.57 | |||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | |||||||||||||||||||||||||||||||||||||||||
Interest payable | $ 2,181 | |||||||||||||||||||||||||||||||||||||||||
Purchase Agreement [Member] | Matthew Singer [Member] | ||||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable | 0 | 0 | 0 | |||||||||||||||||||||||||||||||||||||||
Purchase Agreement [Member] | Matthew Singer [Member] | Convertible Promissory Note [Member] | ||||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 13,000 | |||||||||||||||||||||||||||||||||||||||||
Purchase price | $ 13,000 | |||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Maturity Date | Jan. 3, 2023 | |||||||||||||||||||||||||||||||||||||||||
Common stock conversion price percentage | 70.00% | |||||||||||||||||||||||||||||||||||||||||
Trading days | Integer | 20 | |||||||||||||||||||||||||||||||||||||||||
Conversion of beneficial share | shares | 8,197 | |||||||||||||||||||||||||||||||||||||||||
Debt conversion amount | $ 13,000 | |||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 1.59 | |||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | |||||||||||||||||||||||||||||||||||||||||
Purchase Agreement [Member] | Rui Wu [Member] | ||||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||||
Warrant price per share | $ / shares | $ 2 | |||||||||||||||||||||||||||||||||||||||||
Purchase Agreement [Member] | Rui Wu [Member] | Clubhouse Media Group Inc [Member] | ||||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||||
Class of warrant share | shares | 125,000 | |||||||||||||||||||||||||||||||||||||||||
Purchase Agreement [Member] | Rui Wu [Member] | Convertible Promissory Note [Member] | ||||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 550,000 | |||||||||||||||||||||||||||||||||||||||||
Purchase price | $ 500,000 | |||||||||||||||||||||||||||||||||||||||||
Trading days | Integer | 20 | |||||||||||||||||||||||||||||||||||||||||
Conversion of beneficial share | shares | 125,000 | |||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 1 | |||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 75.00% | |||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount | $ 50,000 | |||||||||||||||||||||||||||||||||||||||||
Debt conversion description | The Rui Wu Note (and the principal amount and any accrued and unpaid interest) is convertible into shares of Company Common Stock at any time following August 26, 2021 until the note is repaid. The conversion price per share of Common Stock shall initially mean the lesser of (i) $1.00 or (ii) 75% of the lowest daily volume weighted average price of the Common Stock during the twenty (20) Trading Days (as defined in the Rui Wu Note) immediately preceding the date of the respective conversion. The conversion price is subject to customary adjustments for any stock splits, etc. which occur following the determination of the conversion price. | |||||||||||||||||||||||||||||||||||||||||
Debt original discount amount | $ 50,000 | |||||||||||||||||||||||||||||||||||||||||
Convertible note payable | 550,000 | |||||||||||||||||||||||||||||||||||||||||
Accretion expenses | $ 514,850 | |||||||||||||||||||||||||||||||||||||||||
Note payable | 550,000 | 550,000 | 0 | |||||||||||||||||||||||||||||||||||||||
Securities Purchase Agreement [Member] | ProActive Capital SPV I, LLC [Member] | ||||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable | 300,000 | 250,000 | 0 | |||||||||||||||||||||||||||||||||||||||
Securities Purchase Agreement [Member] | GS Capital Partners, LLC [Member] | ||||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||||
Interest payable | $ 3,515 | |||||||||||||||||||||||||||||||||||||||||
Securities Purchase Agreement [Member] | GS Capital Partners, LLC #1 [Member] | ||||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable | 300,445 | 300,445 | 0 | |||||||||||||||||||||||||||||||||||||||
Securities Purchase Agreement [Member] | GS Capital Partners, LLC #2 [Member] | ||||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable | $ 481,294 | 481,294 | 0 | |||||||||||||||||||||||||||||||||||||||
Securities Purchase Agreement [Member] | GS Capital Partners, LLC #3 [Member] | ||||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable | 577,778 | 577,778 | 0 | |||||||||||||||||||||||||||||||||||||||
Securities Purchase Agreement [Member] | GS Capital Partners, LLC #4 [Member] | ||||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable | 550,000 | 550,000 | 0 | |||||||||||||||||||||||||||||||||||||||
Securities Purchase Agreement [Member] | Eagle Equities LLC [Member] | ||||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable | 1,100,000 | 1,100,000 | 0 | |||||||||||||||||||||||||||||||||||||||
Securities Purchase Agreement [Member] | Labrys Fund, LP [Member] | ||||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 1,000,000 | $ 32,196 | ||||||||||||||||||||||||||||||||||||||||
Debt conversion amount | $ 111,065 | |||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable | 589,812 | 545,000 | 0 | |||||||||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | |||||||||||||||||||||||||||||||||||||||||
Shares issued on conversion | shares | 5,800,000 | |||||||||||||||||||||||||||||||||||||||||
Principal outstanding percentage | 100.00% | |||||||||||||||||||||||||||||||||||||||||
Administrative expenses | $ 750 | |||||||||||||||||||||||||||||||||||||||||
Repayment of convertible debt | $ 455,000 | 455,000 | ||||||||||||||||||||||||||||||||||||||||
Interest and Debt Expense | $ 1,750 | |||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Value, Conversion of Convertible Securities | $ 145,011.60 | |||||||||||||||||||||||||||||||||||||||||
Securities Purchase Agreement [Member] | Sixth Street Lending [Member] | ||||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable | 224,000 | 224,000 | 0 | |||||||||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 22.00% | |||||||||||||||||||||||||||||||||||||||||
Securities Purchase Agreement [Member] | Sixth Street Lending Two [Member] | ||||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable | 93,500 | 93,500 | ||||||||||||||||||||||||||||||||||||||||
Securities Purchase Agreement [Member] | Convertible Promissory Note [Member] | ||||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||||
Trading days | Integer | 20 | 20 | 20 | |||||||||||||||||||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 0.0100 | $ 1 | $ 1 | |||||||||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 75.00% | 75.00% | 75.00% | |||||||||||||||||||||||||||||||||||||||
Debt original discount amount | $ 6,375 | |||||||||||||||||||||||||||||||||||||||||
Convertible note payable | 50,749 | |||||||||||||||||||||||||||||||||||||||||
Note payable | 70,125 | 0 | ||||||||||||||||||||||||||||||||||||||||
Securities Purchase Agreement [Member] | Convertible Promissory Note [Member] | ProActive Capital SPV I, LLC [Member] | ||||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 250,000 | |||||||||||||||||||||||||||||||||||||||||
Purchase price | $ 225,000 | |||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Maturity Date | Sep. 30, 2022 | Jan. 20, 2022 | ||||||||||||||||||||||||||||||||||||||||
Conversion of beneficial share | shares | 50,000 | |||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | |||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount | $ 25,000 | |||||||||||||||||||||||||||||||||||||||||
Sale of Stock, Number of Shares Issued in Transaction | shares | 50,000 | |||||||||||||||||||||||||||||||||||||||||
Common stock purchase per share | $ / shares | $ 0.001 | |||||||||||||||||||||||||||||||||||||||||
Reimbursement amount | $ 10,000 | |||||||||||||||||||||||||||||||||||||||||
Debt conversion description | The ProActive Capital Note (and the principal amount and any accrued and unpaid interest) is convertible into shares of Company Common Stock at ProActive Capital’s election at any time following the time that the SEC qualifies the Company’s offering statement related to the Regulation A Offering, at a conversion price equal to 70% of the Regulation A Offering Price of the Company Common Stock in the Regulation A Offering, and is subject to a customary beneficial ownership limitation of 9.99%, which may be waived by ProActive Capital on 61 days’ notice to the Company. The conversion price is subject to customary adjustments for any stock splits, etc. which occur following the determination of the conversion price | |||||||||||||||||||||||||||||||||||||||||
Debt original discount amount | 25,000 | |||||||||||||||||||||||||||||||||||||||||
Total debt discounts | $ 217,024 | |||||||||||||||||||||||||||||||||||||||||
Securities Purchase Agreement [Member] | Convertible Promissory Note [Member] | ProActive Capital SPV I, LLC [Member] | Minimum [Member] | ||||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 50,000 | |||||||||||||||||||||||||||||||||||||||||
Securities Purchase Agreement [Member] | Convertible Promissory Note [Member] | ProActive Capital SPV I, LLC [Member] | Maximum [Member] | ||||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 300,000 | |||||||||||||||||||||||||||||||||||||||||
Securities Purchase Agreement [Member] | Convertible Promissory Note [Member] | GS Capital Partners, LLC [Member] | ||||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 300,445 | $ 300,445 | $ 550,000 | $ 550,000 | $ 550,000 | $ 550,000 | $ 577,778 | $ 577,778 | $ 288,889 | |||||||||||||||||||||||||||||||||
Purchase price | $ 500,000 | $ 500,000 | $ 500,000 | $ 500,000 | $ 520,000 | $ 520,000 | $ 260,000 | |||||||||||||||||||||||||||||||||||
Debt Instrument, Maturity Date | May 31, 2022 | Jun. 3, 2022 | Apr. 29, 2022 | Apr. 1, 2022 | Apr. 1, 2022 | Mar. 22, 2022 | Feb. 19, 2022 | Jan. 25, 2022 | ||||||||||||||||||||||||||||||||||
Conversion of beneficial share | shares | 107,301 | |||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | 10.00% | 10.00% | 10.00% | 10.00% | 10.00% | 10.00% | 10.00% | 10.00% | |||||||||||||||||||||||||||||||||
Interest payable | $ 96,484 | |||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount | $ 8,500 | $ 50,000 | $ 50,000 | $ 50,000 | $ 50,000 | $ 57,778 | $ 57,778 | $ 28,889 | ||||||||||||||||||||||||||||||||||
Sale of Stock, Number of Shares Issued in Transaction | shares | 85,000 | 125,000 | 45,000 | 45,000 | 100,000 | 100,000 | 50,000 | |||||||||||||||||||||||||||||||||||
Common stock purchase per share | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||||||||||||||||||||||||||
Reimbursement amount | $ 5,000 | $ 5,000 | $ 10,000 | $ 10,000 | $ 10,000 | $ 10,000 | $ 10,000 | |||||||||||||||||||||||||||||||||||
Debt conversion description | The GS Capital Note #4 (and the principal amount and any accrued and unpaid interest) is convertible into shares of the Company Common Stock at GS Capital’s election at any time following the time that the SEC qualifies the Company’s offering statement related to the Company’s planned Regulation A Offering. At such time, the GS Capital Note #4 (and the principal amount and any accrued and unpaid interest) will be convertible at a conversion price equal to 70% of the initial offering price of the Company Common Stock in the Regulation A Offering, subject to a customary beneficial ownership limitation of 9.99%, which may be waived by GS Capital on 61 days’ notice to the Company. The conversion price is subject to customary adjustments for any stock splits, etc. which occur following the determination of the conversion price | The GS Capital #3 Note (and the principal amount and any accrued and unpaid interest) is convertible into shares of the Company Common Stock at GS Capital’s election at any time following the time that the SEC qualifies the Company’s offering statement related to the Company’s planned Regulation A Offering. At such time, the GS Capital #3 Note (and the principal amount and any accrued and unpaid interest) will be convertible at a conversion price equal to 70% of the initial offering price of the Company Common Stock in the Regulation A Offering, subject to a customary beneficial ownership limitation of 9.99%, which may be waived by GS Capital on 61 days’ notice to the Company. The conversion price is subject to customary adjustments for any stock splits, etc. which occur following the determination of the conversion price | The GS Capital #2 Note (and the principal amount and any accrued and unpaid interest) is convertible into shares of the Company Common Stock at GS Capital’s election at any time following the time that the Securities and Exchange Commission (“SEC”) qualifies the Company’s offering statement related to the Company’s planned offering of Company Common Stock pursuant to Regulation A under the Securities Act of 1933, as amended (the “Regulation A Offering”). At such time, the GS Capital #2 Note (and the principal amount and any accrued and unpaid interest) will be convertible at a conversion price equal to 70% of the initial offering price of the Company Common Stock in the Regulation A Offering, subject to a customary beneficial ownership limitation of 9.99%, which may be waived by GS Capital on 61 days’ notice to the Company. The conversion price is subject to customary adjustments for any stock splits, etc. which occur following the determination of the conversion price. | The GS Capital Note (and the principal amount and any accrued and unpaid interest) is convertible into shares of Company Common Stock at GS Capital’s election at any time following the time that the SEC qualifies the Company’s offering statement related to the Regulation A Offering, at a conversion price equal to 70% of the Regulation A Offering Price of the Company Common Stock in the Regulation A Offering, and is subject to a customary beneficial ownership limitation of 9.99%, which may be waived by GS Capital on 61 days’ notice to the Company. The conversion price is subject to customary adjustments for any stock splits, etc. which occur following the determination of the conversion price | The New GS Note #1 provides GS Capital with conversion rights to convert all or any part of the outstanding and unpaid principal amount of the New Note from time to time into fully paid and non-assessable shares of the Company’s common stock, at a conversion price of $1.00, subject to adjustment as provided in the New Note and subject to a 9.99% equity blocker | The GS Capital Note #6 (and the principal amount and any accrued and unpaid interest) is convertible into shares of the Company’s Common Stock at GS Capital’s election at any time following the time that the SEC qualifies the Company’s offering statement related to the Company’s planned Regulation A Offering. At such time, the GS Capital Note #6 (and the principal amount and any accrued and unpaid interest) will be convertible at a conversion price equal to 70% of the initial offering price of the Company Common Stock in the Regulation A Offering, subject to a customary beneficial ownership limitation of 9.99%, which may be waived by GS Capital on 61 days’ notice to the Company. The conversion price is subject to customary adjustments for any stock splits, etc. which occur following the determination of the conversion price. | The GS Capital Note #5 (and the principal amount and any accrued and unpaid interest) is convertible into shares of the Company’s Common Stock at GS Capital’s election at any time following the time that the SEC qualifies the Company’s offering statement related to the Company’s planned Regulation A Offering. At such time, the GS Capital Note #5 (and the principal amount and any accrued and unpaid interest) will be convertible at a conversion price equal to 70% of the initial offering price of the Company Common Stock in the Regulation A Offering, subject to a customary beneficial ownership limitation of 9.99%, which may be waived by GS Capital on 61 days’ notice to the Company. The conversion price is subject to customary adjustments for any stock splits, etc. which occur following the determination of the conversion price | |||||||||||||||||||||||||||||||||||
Total debt discounts | $ 550,000 | $ 550,000 | $ 550,000 | $ 550,000 | $ 577,778 | $ 577,778 | $ 288,889 | |||||||||||||||||||||||||||||||||||
Shares issued on conversion | shares | 107,301 | |||||||||||||||||||||||||||||||||||||||||
Common stock value per share | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||||||||||||||||||||||||||||
Proceeds from issuance of common stock | $ 85 | $ 125 | $ 45 | $ 45 | $ 100 | $ 100 | ||||||||||||||||||||||||||||||||||||
Debt conversion description | The GS Capital #2 Note (and the principal amount and any accrued and unpaid interest) is convertible into shares of the Company Common Stock at GS Capital’s election at any time following the time that the Securities and Exchange Commission (“SEC”) qualifies the Company’s offering statement related to the Company’s planned offering of Company Common Stock pursuant to Regulation A under the Securities Act of 1933, as amended (the “Regulation A Offering”). At such time, the GS Capital #2 Note (and the principal amount and any accrued and unpaid interest) will be convertible at a conversion price equal to 70% of the initial offering price of the Company Common Stock in the Regulation A Offering, subject to a customary beneficial ownership limitation of 9.99%, which may be waived by GS Capital on 61 days’ notice to the Company. The conversion price is subject to customary adjustments for any stock splits, etc. which occur following the determination of the conversion price. | |||||||||||||||||||||||||||||||||||||||||
Securities Purchase Agreement [Member] | Convertible Promissory Note [Member] | GS Capital [Member] | ||||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||||
Conversion of beneficial share | shares | 100,000 | 50,000 | ||||||||||||||||||||||||||||||||||||||||
Debt original discount amount | $ 57,778 | $ 28,889 | ||||||||||||||||||||||||||||||||||||||||
Securities Purchase Agreement [Member] | Convertible Promissory Note [Member] | GS Capital Partners, LLC #1 [Member] | ||||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable | 0 | 0 | 0 | |||||||||||||||||||||||||||||||||||||||
Securities Purchase Agreement [Member] | Convertible Promissory Note [Member] | GS Capital Partners [Member] | ||||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||||
Conversion of beneficial share | shares | 85,000 | 125,000 | 165,000 | 45,000 | 45,000 | 100,000 | 125,000 | 220,000 | ||||||||||||||||||||||||||||||||||
Debt original discount amount | $ 50,000 | $ 50,000 | $ 100,000 | $ 50,000 | $ 50,000 | $ 57,778 | $ 100,000 | $ 440,000 | ||||||||||||||||||||||||||||||||||
Securities Purchase Agreement [Member] | Convertible Promissory Note [Member] | GS Capital Partners, LLC #5 [Member] | ||||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable | 550,000 | 550,000 | 0 | |||||||||||||||||||||||||||||||||||||||
Securities Purchase Agreement [Member] | Convertible Promissory Note [Member] | GS Capital Partners, LLC #6 [Member] | ||||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable | 550,000 | 550,000 | 0 | |||||||||||||||||||||||||||||||||||||||
Securities Purchase Agreement [Member] | Convertible Promissory Note [Member] | Tiger Trout Capital Puerto Rico, LLC [Member] | ||||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | 1,540,000 | |||||||||||||||||||||||||||||||||||||||||
Purchase price | $ 1,100,000 | |||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Maturity Date | Jan. 29, 2022 | |||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | |||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount | $ 440,000 | |||||||||||||||||||||||||||||||||||||||||
Sale of Stock, Number of Shares Issued in Transaction | shares | 220,000 | |||||||||||||||||||||||||||||||||||||||||
Debt conversion description | Tiger Trout will have the right, until the Indebtedness is paid in full, to convert all, but only all, of the then-outstanding Indebtedness into shares of Company common stock at a conversion price of $0.50 per share, subject to customary adjustments for stock splits, etc. occurring after the issuance date. The Tiger Trout Note contains a customary beneficial ownership limitation of 9.99%, which may be waived by Tiger Trout on 61 days’ notice to the Company | |||||||||||||||||||||||||||||||||||||||||
Total debt discounts | $ 1,540,000 | |||||||||||||||||||||||||||||||||||||||||
Proceeds from issuance of common stock | $ 220 | |||||||||||||||||||||||||||||||||||||||||
Securities Purchase Agreement [Member] | Convertible Promissory Note [Member] | Tiger Trout Capital Puerto Rico [Member] | ||||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable | 1,928,378 | 1,590,000 | ||||||||||||||||||||||||||||||||||||||||
Securities Purchase Agreement [Member] | Convertible Promissory Note [Member] | Eagle Equities LLC [Member] | ||||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | 1,100,000 | |||||||||||||||||||||||||||||||||||||||||
Purchase price | $ 1,000,000 | |||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Maturity Date | Aug. 26, 2022 | Apr. 13, 2022 | ||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | 10.00% | ||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount | $ 100,000 | |||||||||||||||||||||||||||||||||||||||||
Sale of Stock, Number of Shares Issued in Transaction | shares | 165,000 | |||||||||||||||||||||||||||||||||||||||||
Common stock purchase per share | $ / shares | $ 0.001 | $ 0.001 | ||||||||||||||||||||||||||||||||||||||||
Reimbursement amount | $ 10,000 | |||||||||||||||||||||||||||||||||||||||||
Debt conversion description | The Eagle Equities Note (and the principal amount and any accrued and unpaid interest) is convertible into shares of the Company Common Stock at Eagle Equities’ election at any time following the time that the SEC qualifies the Company’s offering statement related to the Company’s planned offering of Company Common Stock pursuant to Regulation A under the Securities Act of 1933, as amended. At such time, the Eagle Equities Note (and the principal amount and any accrued and unpaid interest) will be convertible in restricted shares of Company Common Stock at a conversion price equal to 70% of the initial offering price of the Company Common Stock in the Regulation A Offering, subject to a customary beneficial ownership limitation of 9.99%, which may be waived by Eagle Equities on 61 days’ notice to the Company. The conversion price is subject to customary adjustments for any stock splits, etc. which occur following the determination of the conversion price. Alternatively, if the SEC has not qualified the Company’s offering statement related to the Company’s planned offering of Company Common Stock pursuant to Regulation A under the Securities Act of 1933 by October 10, 2021, and Eagle Equities Note has not yet been fully repaid, then Eagle Equities will have the right to convert the Eagle Equities Note (and the principal amount and any accrued and unpaid interest) into restricted shares of Company Common Stock at a conversion price of $6.50 per share (subject to customary adjustments for any stock splits, etc. which occur following the April 13, 2021) | |||||||||||||||||||||||||||||||||||||||||
Total debt discounts | $ 1,100,000 | |||||||||||||||||||||||||||||||||||||||||
Common stock purchase per share | $ / shares | $ 165 | |||||||||||||||||||||||||||||||||||||||||
Securities Purchase Agreement [Member] | Convertible Promissory Note [Member] | Sixth Street Lending [Member] | ||||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 93,500 | $ 224,000 | ||||||||||||||||||||||||||||||||||||||||
Purchase price | $ 203,750 | |||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Maturity Date | Nov. 18, 2022 | |||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 1 | |||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | 10.00% | ||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount | $ 20,250 | |||||||||||||||||||||||||||||||||||||||||
Reimbursement amount | $ 3,750 | $ 3,750 | ||||||||||||||||||||||||||||||||||||||||
Company shall pay percentage | 200.00% | |||||||||||||||||||||||||||||||||||||||||
Default company shall pay percentage | 150.00% | |||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Description | The Buyer has the right from time to time, and at any time during the period beginning on the date that is 180 days following December 9, 2021 and ending on the later of (i) December 9, 2022, and (ii) the date of payment of the Default Amount (as defined in the Note), to convert all or any part of the outstanding and unpaid principal amount of the Note into common stock, subject to a 4.99% equity blocker | The “Default Amount” is equal to the sum of (a) accrued and unpaid interest on the principal amount of the Note to the date of payment plus (b) default interest, which is calculated based on a rate of 22% per year (inclusive of the 10% interest per year that would be due absent an event of default), plus (c) certain other amounts that may be owed under the Note. | ||||||||||||||||||||||||||||||||||||||||
Convertible Debt | $ 79,118 | $ 173,894 | ||||||||||||||||||||||||||||||||||||||||
Proceeds from Issuance of Debt | $ 85,000 | |||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 22.00% | |||||||||||||||||||||||||||||||||||||||||
Securities Purchase Agreement [Member] | Convertible Promissory Note [Member] | Sixth Street Lending Two [Member] | ||||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Maturity Date | Dec. 9, 2022 | |||||||||||||||||||||||||||||||||||||||||
Securities Purchase Agreement [Member] | Convertible Promissory Note [Member] | Sixth Street Lending Three [Member] | ||||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 70,125 | |||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Maturity Date | Jan. 12, 2023 | |||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 1 | |||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | |||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount | $ 6,375 | |||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Description | The Buyer has the right from time to time, and at any time during the period beginning on the date that is 180 days following January 12, 2022 and ending on the later of (i) January 12, 2023, and (ii) the date of payment of the Default Amount (as defined in the Note), to convert all or any part of the outstanding and unpaid principal amount of the Note into common stock, subject to a 4.99% equity blocker | |||||||||||||||||||||||||||||||||||||||||
Proceeds from Issuance of Debt | $ 63,750 | |||||||||||||||||||||||||||||||||||||||||
Securities Purchase Agreement [Member] | 10% Promissory Note [Member] | Labrys Fund, LP [Member] | ||||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 700,878 | $ 700,878 | $ 900,000 | |||||||||||||||||||||||||||||||||||||||
Debt Instrument, Maturity Date | Mar. 11, 2022 | |||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount | $ 100,000 | |||||||||||||||||||||||||||||||||||||||||
Debt conversion description | Labrys may convert the Labrys Note into the Company’s common stock (subject to the beneficial ownership limitations of 4.99% in the Labrys Note) at any time at a conversion price equal to $10.00 per share | |||||||||||||||||||||||||||||||||||||||||
Total debt discounts | $ 1,000,000 | |||||||||||||||||||||||||||||||||||||||||
Number of common stock were issued | shares | 125,000 | |||||||||||||||||||||||||||||||||||||||||
Debt instrument, prepayment description | Upon the occurrence of any Event of Default, the Labrys Note shall become immediately due and payable and the Company shall pay to Labrys, in full satisfaction of its obligations hereunder, an amount equal to the Principal Sum then outstanding plus accrued interest multiplied by 125% (the “Default Amount”). Upon the occurrence of an Event of Default, additional interest will accrue from the date of the Event of Default at the rate equal to the lower of 16% per annum or the highest rate permitted by law | |||||||||||||||||||||||||||||||||||||||||
Value in Excess of Principal | $ 116,800 | |||||||||||||||||||||||||||||||||||||||||
Securities Purchase Agreement [Member] | Rui Wu [Member] | Convertible Promissory Note [Member] | ||||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Maturity Date | Aug. 26, 2022 | |||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | |||||||||||||||||||||||||||||||||||||||||
Common stock purchase per share | $ / shares | $ 0.001 | |||||||||||||||||||||||||||||||||||||||||
Amendment And Restructuring Agreement [Member] | GS Capital Partners, LLC [Member] | ||||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||||
Value of exercised shares converted, net of forfeitures | 559,659 | 577,778 | $ 0 | |||||||||||||||||||||||||||||||||||||||
Amendment And Restructuring Agreement [Member] | GS Capital Partners, LLC #2 [Member] | ||||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Maturity Date | Aug. 19, 2022 | |||||||||||||||||||||||||||||||||||||||||
Tiger Restructuring Agreement [Member] | Convertible Promissory Note [Member] | Tiger Trout Capital Puerto Rico [Member] | ||||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 1,928,378 | |||||||||||||||||||||||||||||||||||||||||
Increase debt amount | $ 388,378 | |||||||||||||||||||||||||||||||||||||||||
Fast Capital Purchase Agreement [Member] | Convertible Promissory Note [Member] | ||||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 120,000 | |||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Maturity Date | Jan. 10, 2023 | |||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable | 120,000 | 0 | ||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | |||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount | $ 10,000 | |||||||||||||||||||||||||||||||||||||||||
Reimbursement amount | 5,000 | |||||||||||||||||||||||||||||||||||||||||
Debt original discount amount | $ 10,000 | |||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Description | The Buyer has the right from time to time, and at any time during the period beginning on the date that is 180 days following January 10, 2022 and ending on the later of (i) January 10, 2023, and (ii) the date of payment of the Default Amount (as defined in the Note), to convert all or any part of the outstanding and unpaid principal amount of the Note into common stock, subject to a 4.99% equity blocker | |||||||||||||||||||||||||||||||||||||||||
Convertible Debt | $ 120,000 | |||||||||||||||||||||||||||||||||||||||||
Proceeds from Issuance of Debt | $ 110,000 | |||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 18.00% | |||||||||||||||||||||||||||||||||||||||||
One Fourty Four Capital Purchase Agreement [Member] | Convertible Promissory Note [Member] | ||||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 175,500 | |||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Maturity Date | Feb. 16, 2023 | |||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 1 | |||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable | 175,500 | 0 | ||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 4.00% | |||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount | $ 17,500 | |||||||||||||||||||||||||||||||||||||||||
Reimbursement amount | 8,000 | |||||||||||||||||||||||||||||||||||||||||
Debt original discount amount | $ 17,500 | |||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Description | The Buyer has the right from time to time, and at any time during the period beginning on the date that is 180 days following February 16, 2022 and ending on the later of (i) February 16, 2023, and (ii) the date of payment of the Default Amount (as defined in the Note), to convert all or any part of the outstanding and unpaid principal amount of the Note into common stock, subject to a 4.99% equity blocker | |||||||||||||||||||||||||||||||||||||||||
Convertible Debt | $ 148,306 | |||||||||||||||||||||||||||||||||||||||||
Proceeds from Issuance of Debt | $ 158,000 | |||||||||||||||||||||||||||||||||||||||||
Coventry Enterprise Purchase Agreement [Member] | Convertible Promissory Note [Member] | ||||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 150,000 | |||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Maturity Date | Mar. 3, 2023 | |||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable | $ 150,000 | $ 0 | ||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | |||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount | $ 30,000 | |||||||||||||||||||||||||||||||||||||||||
Debt original discount amount | $ 30,000 | |||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Description | The Buyer has the right from time to time, and at any time during the period beginning on the date that is 180 days following March 3, 2022 and ending on the later of (i) March 3, 2023, and (ii) the date of payment of the Default Amount (as defined in the Note), to convert all or any part of the outstanding and unpaid principal amount of the Note into common stock, subject to a 4.99% equity blocker | |||||||||||||||||||||||||||||||||||||||||
Convertible Debt | $ 150,000 | |||||||||||||||||||||||||||||||||||||||||
Proceeds from Issuance of Debt | $ 120,000 | |||||||||||||||||||||||||||||||||||||||||
Common Stock, Shares, Issued | shares | 150,000 | |||||||||||||||||||||||||||||||||||||||||
Conversion of Stock, Shares Issued | shares | 150,000 |
SCHEDULE OF SHARES TO BE ISSUED
SCHEDULE OF SHARES TO BE ISSUED LIABILITY (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Shares To Be Issued - Liability | |||
Beginning Balance, January 2, 2020 | $ 1,047,885 | $ 87,029 | |
Shares to be issued | 262,465 | 6,415,046 | 87,029 |
Shares issued | (772,485) | (5,454,190) | |
Ending Balance, December 31, 2020 | $ 537,865 | $ 1,047,885 | $ 87,029 |
SHARES TO BE ISSUED - LIABILI_3
SHARES TO BE ISSUED - LIABILITY (Details Narrative) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Jan. 01, 2020 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Shares to be issued - liability | $ 537,865 | $ 1,047,885 | $ 87,029 | |
Consulting Agreements [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Shares to be issued - liability | $ 570,062 | $ 1,047,885 | $ 87,029 |
SCHEDULE OF DERIVATIVE LIABILIT
SCHEDULE OF DERIVATIVE LIABILITY ASSUMPTIONS INPUT (Details) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Measurement Input, Expected Dividend Rate [Member] | |||
Derivative [Line Items] | |||
Expected Volatility | |||
Measurement Input, Expected Term [Member] | Minimum [Member] | |||
Derivative [Line Items] | |||
Expected Life (Years) | 4 months 24 days | 7 months 6 days | 1 year 7 months 6 days |
Measurement Input, Expected Term [Member] | Maximum [Member] | |||
Derivative [Line Items] | |||
Expected Life (Years) | 10 months 24 days | 9 months 18 days | 2 years |
Measurement Input, Risk Free Interest Rate [Member] | Minimum [Member] | |||
Derivative [Line Items] | |||
Expected Volatility | 0.07 | 0.07 | 0.13 |
Measurement Input, Risk Free Interest Rate [Member] | Maximum [Member] | |||
Derivative [Line Items] | |||
Expected Volatility | 1.63 | 0.39 | 0.17 |
Measurement Input, Option Volatility [Member] | Minimum [Member] | |||
Derivative [Line Items] | |||
Expected Volatility | 179 | 145 | 318 |
Measurement Input, Option Volatility [Member] | Maximum [Member] | |||
Derivative [Line Items] | |||
Expected Volatility | 226 | 485 | 485 |
SCHEDULE OF FAIR VALUE OF DERIV
SCHEDULE OF FAIR VALUE OF DERIVATIVE LIABILITY (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |||
Beginning Balance, December 31, 2020 | $ 513,959 | $ 304,490 | |
Additions | 652,803 | 1,343,518 | 270,501 |
Mark to Market | (77,616) | (1,029,530) | 61,029 |
Cancellation of Derivative Liabilities Due to Conversions | |||
Reclassification to APIC Due to Conversions | (105,516) | (104,519) | (27,040) |
Ending Balance, December 31, 2021 | $ 983,630 | $ 513,959 | $ 304,490 |
DERIVATIVE LIABILITY (Details N
DERIVATIVE LIABILITY (Details Narrative) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022USD ($) | Mar. 31, 2021USD ($) | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | |
Derivative [Line Items] | ||||
Derivative liability | $ 983,630 | $ 513,959 | $ 304,490 | |
Gain (loss) on derivative liability | 77,616 | $ 49,533 | 1,029,530 | (61,029) |
Gain (loss) on derivative liability | (77,616) | (49,533) | (1,029,530) | 61,029 |
Beginning Balance, December 31, 2020 | 513,959 | $ 304,490 | 304,490 | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Inputs Reconciliation, Purchases | 652,803 | 1,343,518 | 270,501 | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Inputs Reconciliation, Sales | (77,616) | (1,029,530) | 61,029 | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Inputs Reconciliation, Settlements | ||||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Inputs Reconciliation, Transfers, Net | (105,516) | (104,519) | (27,040) | |
Ending Balance, December 31, 2021 | $ 983,630 | $ 513,959 | $ 304,490 | |
Measurement Input, Expected Dividend Rate [Member] | ||||
Derivative [Line Items] | ||||
Expected Volatility | ||||
Measurement Input, Expected Term [Member] | Minimum [Member] | ||||
Derivative [Line Items] | ||||
Expected Life (Years) | 4 months 24 days | 7 months 6 days | 1 year 7 months 6 days | |
Measurement Input, Expected Term [Member] | Maximum [Member] | ||||
Derivative [Line Items] | ||||
Expected Life (Years) | 10 months 24 days | 9 months 18 days | 2 years | |
Measurement Input, Risk Free Interest Rate [Member] | Minimum [Member] | ||||
Derivative [Line Items] | ||||
Expected Volatility | 0.07 | 0.07 | 0.13 | |
Measurement Input, Risk Free Interest Rate [Member] | Maximum [Member] | ||||
Derivative [Line Items] | ||||
Expected Volatility | 1.63 | 0.39 | 0.17 | |
Measurement Input, Option Volatility [Member] | Minimum [Member] | ||||
Derivative [Line Items] | ||||
Expected Volatility | 179 | 145 | 318 | |
Measurement Input, Option Volatility [Member] | Maximum [Member] | ||||
Derivative [Line Items] | ||||
Expected Volatility | 226 | 485 | 485 |
NOTE PAYABLE, RELATED PARTY (De
NOTE PAYABLE, RELATED PARTY (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Mar. 31, 2022 | Sep. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2020 | Feb. 02, 2021 | Jul. 07, 2020 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Notes payable - related party | $ 2,162,562 | $ 2,162,562 | |||||||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||
Loss on the extinguishment of debt | $ 297,138 | $ 297,138 | |||||||
Amortization debt discount | 5,932,883 | 26,993 | |||||||
Repayments of related party debt | 105,822 | 137,500 | 137,500 | ||||||
Convertible Note Payable [Member] | |||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Amortization debt discount | 22,411 | 15,467 | 180,084 | ||||||
Note payable | 94,644 | ||||||||
Interest and Debt Expense | 0 | ||||||||
Amir 2021 Note [Member] | |||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Loss on the extinguishment of debt | 297,138 | ||||||||
Common Stock [Member] | |||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Debt instrument, face amount | 1,000,000 | 1,000,000 | |||||||
Chief Executive Officer [Member] | |||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Advances | 135,000 | $ 5,000,000 | $ 5,000,000 | ||||||
Notes Payable, Interest rate | 0.00% | 0.00% | |||||||
Notes payable - related party | $ 2,162,562 | $ 2,162,562 | |||||||
Note payable | 1,164,042 | 1,269,864 | 0 | 0 | |||||
Repayments of related party debt | $ 0 | $ 67,163 | |||||||
Amir Ben-Yohanan [Member] | |||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Advances | $ 2,400,000 | ||||||||
Notes Payable, Interest rate | 8.00% | ||||||||
Debt instrument, face amount | $ 2,400,000 | ||||||||
Loss on the extinguishment of debt | 297,138 | ||||||||
Repayments of related party debt | 105,822 | $ 0 | |||||||
Holder [Member] | |||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Debt instrument, convertible amount | $ 1,000,000 | $ 1,000,000 | |||||||
Common stock, par value | $ 0.001 | $ 0.001 | |||||||
Note payable agreement [Member] | Chief Executive Officer [Member] | |||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Advances | $ 5,000,000 | $ 5,000,000 | |||||||
Notes Payable, Interest rate | 0.00% | 0.00% | |||||||
Debt instrument maturity date | Jan. 31, 2023 | ||||||||
Notes payable - related party | $ 2,162,562 | $ 2,162,562 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | Oct. 12, 2021 | Oct. 07, 2021 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2020 | Feb. 02, 2021 | Jul. 07, 2020 |
Related Party Transaction [Line Items] | ||||||||||||
Proceeds from related party | $ 135,000 | $ 244,803 | $ 2,162,562 | |||||||||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||||
Amounts of debt paid | $ 105,822 | 137,500 | $ 137,500 | |||||||||
Number of shares issued, value | 364,903 | (45,512) | ||||||||||
Magiclytics [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Due to related party payable | $ 97,761 | $ 97,761 | $ 0 | 0 | ||||||||
Director Agreements [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Common stock, par value | $ 0.001 | $ 0.001 | ||||||||||
Stock issued during the period | 31,821 | 31,821 | ||||||||||
Number of shares issued, value | $ 25,000 | $ 25,000 | ||||||||||
Chief Executive Officer [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Proceeds from related party | 2,162,562 | 2,162,562 | ||||||||||
Imputed interest | 15,920 | 87,213 | ||||||||||
Advances | 135,000 | $ 5,000,000 | $ 5,000,000 | |||||||||
Notes payable, interest rate | 0.00% | 0.00% | ||||||||||
Amounts of debt paid | $ 0 | $ 67,163 | ||||||||||
Amir Ben-Yohanan [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Principal amount | $ 2,400,000 | |||||||||||
Advances | $ 2,400,000 | |||||||||||
Notes payable, interest rate | 8.00% | |||||||||||
Amounts of debt paid | 105,822 | 0 | ||||||||||
Holder [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Debt instrument convertible carrying amount of equity component | $ 1,000,000 | $ 1,000,000 | ||||||||||
Common stock, par value | $ 0.001 | $ 0.001 | ||||||||||
Amir Ben-Yohanan, Chris Young, and Simon Yu [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Payments to officers | $ 205,000 | $ 285,000 | ||||||||||
Mr Kaplun [Member] | Restricted Stock Agreement [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Number of shares restricted | 58,824 | |||||||||||
Shares vesting percentage | 25.00% | |||||||||||
Mr Musina [Member] | Director Agreement [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Number of shares issued, value | $ 25,000 |
SUMMARY OF WARRANTS ACTIVITY (D
SUMMARY OF WARRANTS ACTIVITY (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Equity [Abstract] | ||
Number of Options, Outstanding, Beginning balance | 165,077 | |
Weighted Average Exercise Price, Outstanding, Beginning balance | $ 2.05 | |
Weighted Average Remaining Contractual Life (in Years), Outstanding | 4 years 7 months 6 days | 4 years 10 months 24 days |
Aggregate Intrinsic Value, Outstanding | ||
Number of Options, Granted | 165,077 | |
Weighted Average Exercise Price, Granted | $ 2.05 | |
Number of Options, Exercised | ||
Weighted Average Exercise Price, Exercised | ||
Number of Options, Cancelled | ||
Weighted Average Exercise Price, Canceled | ||
Number of Options, Outstanding, Ending balance | 165,077 | 165,077 |
Weighted Average Exercise Price, Outstanding, Ending balance | $ 2.05 | $ 2.05 |
Aggregate Intrinsic Value, Outstanding | ||
Number of Options, Vested and Expected Ending balance | 165,077 | 165,077 |
Number of Options, Vested and Expected Ending balance | $ 2.05 | $ 2.05 |
Weighted Average Remaining Contractual Life (in Years), Vested and Expected | 4 years 7 months 6 days | 4 years 10 months 24 days |
Aggregate Intrinsic Value, Vested and expected | ||
Number of Options, Exercisable Ending balance | 165,077 | 165,077 |
Weighted Average Exercise Price, Exercisable, Ending balance | $ 2.05 | $ 2.05 |
Weighted Average Remaining Contractual Life (in Years), Exercisable | 4 years 7 months 6 days | 4 years 10 months 24 days |
Aggregate Intrinsic Value, Exercisable |
SCHEDULE OF FAIR VALUE OF STOCK
SCHEDULE OF FAIR VALUE OF STOCK OPTIONS GRANTED ASSUMPTIONS (Details) - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Equity [Abstract] | ||
Weighted-average grant date fair value per share | $ 8.14 | $ 8.14 |
Risk-free interest rate, Minimum | 0.76% | 0.76% |
Risk-free interest rate, Maximum | 0.84% | 0.84% |
Dividend yield | ||
Expected term (in years) | 5 years | 5 years |
Volatility, Minimum | 368.00% | 368.00% |
Volatility, Maximum | 369.00% | 369.00% |
STOCKHOLDERS_ EQUITY (DEFICIT_2
STOCKHOLDERS’ EQUITY (DEFICIT) (Details Narrative) - USD ($) | Nov. 02, 2021 | Nov. 12, 2020 | Nov. 30, 2020 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Jul. 07, 2020 |
Class of Stock [Line Items] | ||||||||
Common stock, shares authorized | 2,000,000,000 | 500,000,000 | 500,000,000 | 500,000,000 | ||||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||
Preferred stock, shares authorized | 50,000,000 | 50,000,000 | 50,000,000 | 50,000,000 | ||||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||
Preferred stock, shares issued | 1 | 1 | 1 | |||||
Preferred stock, shares outstanding | 1 | 1 | 1 | |||||
Share price per share | $ 8.14 | $ 8.14 | ||||||
Common stock, shares issued | 120,399,731 | 97,785,107 | 92,682,632 | |||||
Common stock, shares outstanding | 120,399,731 | 97,785,107 | 92,682,632 | |||||
Number of shares issued, value | $ 364,903 | $ (45,512) | ||||||
Value issued for settle of conversion | $ 89,366 | $ 13,000 | $ 1,040,181 | 34,540 | ||||
Shares to be issued, shares | 6,752,830 | |||||||
Shares to be issued, value | $ 717,260 | |||||||
Number of shares issued to acquistion | 734,689 | |||||||
Common stock, shares authorized | 550,000,000 | |||||||
Value issued for settle of conversion | $ 983,630 | $ 513,959 | $ 304,490 | |||||
Equity Purchase Agreement and Registration Rights Agreement [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Common stock, par value | $ 0.001 | |||||||
Shares issued in recapitalization, shares | 70,000 | 754,090 | ||||||
Number of shares issued, value | $ 15,000,000 | |||||||
Trading fees | $ 9,606 | |||||||
Trading percentage | 250.00% | |||||||
Issuance cost | 79,800 | |||||||
Market price percentage | 95.00% | |||||||
Net proceeds | $ 117,771 | |||||||
Equity Purchase Agreement and Registration Rights Agreement [Member] | Minimum [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Commitment amount | $ 20,000 | |||||||
Equity Purchase Agreement and Registration Rights Agreement [Member] | Maximum [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Commitment amount | $ 400,000 | |||||||
Accounts Payable [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Shares issued in recapitalization, shares | 24,460 | 219,850 | 18,182 | |||||
Number of shares issued, value | $ 148,510 | $ 471,443 | $ 50,000 | |||||
Magiclytics [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Number of shares issued to acquistion | 734,689 | 874,999 | ||||||
Convertible Promissory Note [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Shares issued settle of conversion | 3,574,260 | 8,197 | 305,747 | 10,833 | ||||
Value issued for settle of conversion | $ 89,366 | $ 13,000 | $ 1,040,181 | $ 7,500 | ||||
Value issued for settle of conversion | $ 91,519 | $ 27,040 | ||||||
Beneficial conversion features | 51,000 | |||||||
Debt Issuance Costs [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Shares issued settle of conversion | 550,000 | 645,000 | 1,113,080 | |||||
Value issued for settle of conversion | $ 23,382 | $ 3,441,400 | $ 6,571,530 | |||||
Consultants and Directors [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Shares issued in recapitalization, shares | 3,385,550 | 207,817 | 1,577,079 | |||||
Number of shares issued, value | $ 55,225 | $ 2,113,188 | $ 6,056,491 | |||||
Non Employee [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Fair value of warrants issued | 15,797 | |||||||
Convertible Debt Holder [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Fair value of warrants issued | $ 211,633 | |||||||
WOHG Shareholders [Member] | Shares Exchange Agreement [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Common stock, par value | $ 0.0001 | |||||||
Shares issued in recapitalization, shares | 46,811,195 | |||||||
Number of shares exchanged | 200 | |||||||
Capital stock issued and outstanding | 100.00% | |||||||
Consultant [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Shares issued in recapitalization, shares | 30,231 | |||||||
Number of shares issued, value | $ 73,582 | |||||||
Former Shareholder [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Forgiveness of debt | $ 46,541 | |||||||
Regulation A Offering and ELOC [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Shares issued in recapitalization, shares | 8,351,960 | 1,011,720 | ||||||
Number of shares issued, value | $ 364,903 | $ 963,061 | ||||||
Trading fees | $ 56,025 | 9,606 | ||||||
Issuance cost | 79,800 | |||||||
Brokerage fees | $ 185,166 | |||||||
Series X Preferred Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Number of shares sold | 1 | |||||||
Share price per share | $ 1 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | Apr. 30, 2022 | Apr. 11, 2022 | Feb. 16, 2022 | Feb. 08, 2022 | Feb. 04, 2022 | Feb. 04, 2022 | Jan. 28, 2022 | Jan. 25, 2022 | Jan. 13, 2022 | Jan. 12, 2022 | Nov. 18, 2021 | Jan. 20, 2021 | Mar. 29, 2022 | Feb. 28, 2022 | Jan. 31, 2022 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Apr. 19, 2022 | Apr. 18, 2022 | Dec. 09, 2021 | Feb. 02, 2021 | Jul. 07, 2020 |
Subsequent Event [Line Items] | ||||||||||||||||||||||||
Annual base salary | $ 405,589 | $ 2,315,444 | ||||||||||||||||||||||
Common stock, shares authorized | 2,000,000,000 | 500,000,000 | 500,000,000 | 500,000,000 | ||||||||||||||||||||
Value issued for settle of conversion | $ 89,366 | 13,000 | $ 1,040,181 | $ 34,540 | ||||||||||||||||||||
Number of shares issued, value | 364,903 | (45,512) | ||||||||||||||||||||||
Debt Instrument original issue discount | 1,039,038 | 1,942,022 | ||||||||||||||||||||||
Gross proceeds | $ 515,625 | $ 3,538,000 | $ 8,041,501 | $ 162,500 | ||||||||||||||||||||
Convertible Promissory Note [Member] | ||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||
Shares issued settle of conversion | 3,574,260 | 8,197 | 305,747 | 10,833 | ||||||||||||||||||||
Value issued for settle of conversion | $ 89,366 | $ 13,000 | $ 1,040,181 | $ 7,500 | ||||||||||||||||||||
Fast Capital LLC [Member] | Convertible Promissory Note [Member] | ||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||
Debt Instrument original issue discount | $ 93,699 | |||||||||||||||||||||||
End Date | Jan. 10, 2023 | |||||||||||||||||||||||
ProActive Capital SPV I, LLC [Member] | Convertible Promissory Note [Member] | ||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||
Debt Instrument original issue discount | $ 11,892 | |||||||||||||||||||||||
End Date | Jan. 20, 2022 | Jan. 20, 2022 | ||||||||||||||||||||||
Amir Ben-Yohanan [Member] | ||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 2,400,000 | |||||||||||||||||||||||
Consultants and Directors [Member] | ||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||
Shares issued in recapitalization, shares | 3,385,550 | 207,817 | 1,577,079 | |||||||||||||||||||||
Number of shares issued, value | $ 55,225 | $ 2,113,188 | $ 6,056,491 | |||||||||||||||||||||
Subsequent Event [Member] | ||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||
Common stock, shares authorized | 2,000,000,000 | 500,000,000 | ||||||||||||||||||||||
Subsequent Event [Member] | Convertible Promissory Note [Member] | ||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||
Shares issued settle of conversion | 3,574,265 | 375,601 | ||||||||||||||||||||||
Value issued for settle of conversion | $ 89,364 | $ 59,721 | ||||||||||||||||||||||
Subsequent Event [Member] | Convertible Notes Payable [Member] | ||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||
Shares issued in recapitalization, shares | 150,000 | 400,000 | ||||||||||||||||||||||
Number of shares issued, value | $ 6,525 | $ 16,390 | ||||||||||||||||||||||
Subsequent Event [Member] | ELOC [Member] | ||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||
Shares issued in recapitalization, shares | 2,500,000 | 1,000,000 | 3,000,000 | 3,351,982 | ||||||||||||||||||||
Number of shares issued, value | $ 34,874 | $ 179,993 | $ 241,982 | |||||||||||||||||||||
Subsequent Event [Member] | Amir Ben-Yohanan [Member] | ||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||
Shares issued in recapitalization, shares | 2,820,000 | |||||||||||||||||||||||
Number of shares issued, value | $ 70,500 | |||||||||||||||||||||||
Subsequent Event [Member] | Labrys [Member] | ||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||
Shares issued settle of conversion | 16,766,000 | |||||||||||||||||||||||
Value issued for settle of conversion | $ 413,932 | |||||||||||||||||||||||
Subsequent Event [Member] | Consultants [Member] | ||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||
Shares issued in recapitalization, shares | 928,832 | 388,211 | ||||||||||||||||||||||
Number of shares issued, value | $ 18,208 | $ 10,203 | ||||||||||||||||||||||
Subsequent Event [Member] | Consultants and Directors [Member] | ||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||
Shares issued in recapitalization, shares | 151,281 | 6,377,239 | ||||||||||||||||||||||
Number of shares issued, value | $ 10,917 | $ 662,471 | ||||||||||||||||||||||
Ben Yohanan Employment Agreement [Member] | Subsequent Event [Member] | Amir Ben-Yohanan [Member] | ||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||
Annual base salary | $ 400,000 | |||||||||||||||||||||||
Monthly cash payment | 15,000 | |||||||||||||||||||||||
Remaining base salary | $ 220,000 | |||||||||||||||||||||||
Twenty Twenty Two Plan [Member] | Subsequent Event [Member] | ||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||
Shares authorized under plan | 26,000,000 | |||||||||||||||||||||||
Securities Purchase Agreement [Member] | Convertible Promissory Note [Member] | ||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||
Interest rate | 75.00% | 75.00% | 75.00% | |||||||||||||||||||||
Securities Purchase Agreement [Member] | Sixth Street Lending [Member] | ||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||
Interest rate | 22.00% | |||||||||||||||||||||||
Securities Purchase Agreement [Member] | Sixth Street Lending [Member] | Convertible Promissory Note [Member] | ||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||
Interest rate | 10.00% | 10.00% | ||||||||||||||||||||||
Debt Instrument, Face Amount | $ 224,000 | $ 93,500 | ||||||||||||||||||||||
Debt Instrument original issue discount | 20,250 | |||||||||||||||||||||||
Gross proceeds | $ 203,750 | |||||||||||||||||||||||
End Date | Nov. 18, 2022 | |||||||||||||||||||||||
Securities Purchase Agreement [Member] | ProActive Capital SPV I, LLC [Member] | Convertible Promissory Note [Member] | ||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||
Interest rate | 10.00% | |||||||||||||||||||||||
Debt Instrument, Face Amount | $ 250,000 | |||||||||||||||||||||||
Debt Instrument original issue discount | 25,000 | |||||||||||||||||||||||
Gross proceeds | $ 225,000 | |||||||||||||||||||||||
End Date | Sep. 30, 2022 | Jan. 20, 2022 | ||||||||||||||||||||||
Securities Purchase Agreement [Member] | Subsequent Event [Member] | Convertible Promissory Note [Member] | ||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 175,500 | |||||||||||||||||||||||
Gross proceeds | $ 17,500 | |||||||||||||||||||||||
Conversion rate | 4.99% | |||||||||||||||||||||||
Conversion feature, description | ONE44 is entitled, at its option, at any time after the sixth monthly anniversary of cash payment, to convert all or any amount then outstanding under the ONE44 Note into shares of common stock at a price per share equal to 65% of the average of the three lowest daily VWAPs of the Company’s common stock for the 20 prior trading days, subject to a 4.99% equity blocker and subject to the terms of the ONE44 Note. | |||||||||||||||||||||||
Long-Term Debt, Gross | $ 158,000 | |||||||||||||||||||||||
Accounts Payable, Interest-Bearing, Interest Rate | 24.00% | |||||||||||||||||||||||
Securities Purchase Agreement [Member] | Subsequent Event [Member] | Convertible Promissory Note [Member] | Restricted Stock [Member] | ||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||
Shares issued in recapitalization, shares | 400,000 | |||||||||||||||||||||||
Securities Purchase Agreement [Member] | Subsequent Event [Member] | Fast Capital LLC [Member] | Convertible Promissory Note [Member] | ||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||
Interest rate | 10.00% | |||||||||||||||||||||||
Debt Instrument, Face Amount | $ 120,000 | |||||||||||||||||||||||
Debt Instrument original issue discount | 10,000 | |||||||||||||||||||||||
Gross proceeds | $ 110,000 | |||||||||||||||||||||||
End Date | Jan. 10, 2023 | |||||||||||||||||||||||
Conversion rate | 4.99% | |||||||||||||||||||||||
Conversion feature, description | The conversion price of the Fast Capital Note equals 70% of the lowest trading price of the Company’s common stock for the 20 prior trading days, including the day upon which a notice of conversion is delivered. | |||||||||||||||||||||||
Securities Purchase Agreement [Member] | Subsequent Event [Member] | Sixth Street Lending [Member] | ||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||
Interest rate | 22.00% | |||||||||||||||||||||||
Securities Purchase Agreement [Member] | Subsequent Event [Member] | Sixth Street Lending [Member] | Convertible Promissory Note [Member] | ||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||
Interest rate | 10.00% | |||||||||||||||||||||||
Debt Instrument, Face Amount | $ 70,125 | |||||||||||||||||||||||
Debt Instrument original issue discount | 6,375 | |||||||||||||||||||||||
Gross proceeds | $ 63,750 | |||||||||||||||||||||||
End Date | Jan. 12, 2023 | |||||||||||||||||||||||
Conversion rate | 4.99% | |||||||||||||||||||||||
Conversion feature, description | The conversion price of the Sixth Street Note #2 equals the lesser of the Variable Conversion Price (as hereinafter defined) and $1.00. The “Variable Conversion Price” means 75% multiplied by the lowest VWAP for the Company’s common stock during the 20 trading date period ending on the latest complete trading day prior to the conversion date. | |||||||||||||||||||||||
Variable conversion ratio | 1 | |||||||||||||||||||||||
Securities Purchase Agreement [Member] | Subsequent Event [Member] | Tiger Trout Capital Puerto Rico [Member] | Convertible Promissory Note [Member] | ||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||
Interest rate | 10.00% | 10.00% | 10.00% | |||||||||||||||||||||
Debt Instrument, Face Amount | $ 300,000 | $ 250,000 | $ 250,000 | $ 1,928,378 | $ 1,928,378 | |||||||||||||||||||
End Date | Sep. 20, 2022 | Aug. 24, 2022 | ||||||||||||||||||||||
Increase debt amount | $ 50,000 | $ 388,378 | ||||||||||||||||||||||
Indebtness amount | 275,000 | 2,083,090 | ||||||||||||||||||||||
Accrued interest | 154,712 | |||||||||||||||||||||||
Principal amount | $ 300,000 | 300,000 | $ 1,928,378 | |||||||||||||||||||||
Debt Instrument, Increase, Accrued Interest | $ 25,000 |
OTHER ASSETS (Details Narrative
OTHER ASSETS (Details Narrative) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Security deposit | $ 0 | $ 219,000 |
SCHEDULE OF PROVISION FOR FEDER
SCHEDULE OF PROVISION FOR FEDERAL INCOME TAXES (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||||
“Expected” income tax benefit | $ 4,826,146 | $ 541,321 | ||
Decrease in valuation allowance | (4,826,146) | (541,321) | ||
Income tax provision |
SCHEDULE OF NET DEFERRED TAX AS
SCHEDULE OF NET DEFERRED TAX ASSETS (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carry forwards | $ 5,367,467 | $ 541,321 |
Valuation allowance | (5,367,467) | (541,321) |
Net deferred tax gross | ||
Net deferred tax assets |
SCHEDULE OF PENALITIES AND PREM
SCHEDULE OF PENALITIES AND PREMIUM (Details) - Subsequent Event [Member] | Feb. 16, 2022 | Jan. 13, 2022 |
Less Than 60 Days [Member] | ||
Subsequent Event [Line Items] | ||
Debt Instrument, Interest Rate Terms | ≤ 60 days | |
Debt Instrument, Interest Rate, Stated Percentage | 120.00% | |
61 - 120 Days [Member] | ||
Subsequent Event [Line Items] | ||
Debt Instrument, Interest Rate Terms | 61-120 days | |
Debt Instrument, Interest Rate, Stated Percentage | 130.00% | |
121 - 150 Days [Member] | ||
Subsequent Event [Line Items] | ||
Debt Instrument, Interest Rate Terms | 121-150 days | |
Debt Instrument, Interest Rate, Stated Percentage | 140.00% | |
150 - 180 Days [Member] | ||
Subsequent Event [Line Items] | ||
Debt Instrument, Interest Rate Terms | 151-180 days | |
Debt Instrument, Interest Rate, Stated Percentage | 150.00% | |
Fast Capital LLC [Member] | On or Before 30 Days [Member] | ||
Subsequent Event [Line Items] | ||
Debt Instrument, Interest Rate Terms | On or before 30 days | |
Debt Instrument, Interest Rate, Stated Percentage | 115.00% | |
Fast Capital LLC [Member] | 31 - 60 Days [Member] | ||
Subsequent Event [Line Items] | ||
Debt Instrument, Interest Rate Terms | 31 – 60 days | |
Debt Instrument, Interest Rate, Stated Percentage | 120.00% | |
Fast Capital LLC [Member] | 60 - 90 Days [Member] | ||
Subsequent Event [Line Items] | ||
Debt Instrument, Interest Rate Terms | 61 – 90 days | |
Debt Instrument, Interest Rate, Stated Percentage | 125.00% | |
Fast Capital LLC [Member] | 91 - 120 Days [Member] | ||
Subsequent Event [Line Items] | ||
Debt Instrument, Interest Rate Terms | 91 – 120 days | |
Debt Instrument, Interest Rate, Stated Percentage | 130.00% | |
Fast Capital LLC [Member] | 121 - 150 Days [Member] | ||
Subsequent Event [Line Items] | ||
Debt Instrument, Interest Rate Terms | 121 – 150 days | |
Debt Instrument, Interest Rate, Stated Percentage | 135.00% | |
Fast Capital LLC [Member] | 151 - 180 Days [Member] | ||
Subsequent Event [Line Items] | ||
Debt Instrument, Interest Rate Terms | 151 – 180 days | |
Debt Instrument, Interest Rate, Stated Percentage | 140.00% |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Federal corporate tax rate | 21.00% | |
Income tax rate | 21.00% | 21.00% |
Net operating loss carryforwards | $ 5,367,467 |