Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2022 | May 18, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2022 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2022 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 000-52917 | |
Entity Registrant Name | FRIENDABLE, INC. | |
Entity Central Index Key | 0001414043 | |
Entity Tax Identification Number | 98-0546715 | |
Entity Incorporation, State or Country Code | NV | |
Entity Address, Address Line One | 1821 S Bascom Ave. | |
Entity Address, Address Line Two | Suite 353 | |
Entity Address, City or Town | Campbell | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 95008 | |
City Area Code | (855) | |
Local Phone Number | 473-8473 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 2,177,210,815 |
CONSOLIDATED BALANCE SHEETS (Un
CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
CURRENT ASSETS: | ||
Cash | $ 78,412 | $ 253,523 |
Prepaid expenses | 2,167 | |
Total Current Assets | 80,579 | 253,523 |
OTHER ASSETS | ||
Technology platform and trademarks, net of amortization $14,596 | 192,786 | |
Goodwill | 830,268 | |
Other Assets | 1,023,054 | |
Total Assets | 1,103,633 | 253,523 |
CURRENT LIABILITIES: | ||
Accounts payable and accrued expenses | 3,113,201 | 2,929,215 |
Accounts payable - related party | 120,000 | 100,000 |
Short term loans | 61,000 | 61,000 |
Convertible debentures and convertible promissory notes, net of discounts | 7,941 | 131,948 |
Mandatorily redeemable Series C convertible Preferred stock, 1,000,000 designated, 316,250 and 465,375 issued and outstanding at March 31, 2022 and December 31, 2021, including a premium of $128,328 and $189,237 respectively (liquidation value $334,957 at March 31, 2022) | 463,284 | 673,167 |
Derivative liabilities | 50,300 | 123,300 |
Contingent purchase consideration payable | 410,000 | |
Liability to be settled in common stock | 988,375 | 988,375 |
Deferred revenue | 1,785 | |
Total current liabilities | 5,215,886 | 5,007,005 |
STOCKHOLDERS’ DEFICIT: | ||
Common stock, $0.0001 par value, 5,000,000,000 shares authorized, 1,429,715,425 and 478,340,607 shares issued and outstanding at March 31, 2022 and December 31, 2021, respectively | 142,972 | 47,835 |
Common stock issuable, $0.0001 par value, 6,324,451 and 6,324,451 shares at March 31, 2022 and December 31, 2021, respectively. | 632 | 632 |
Additional paid-in capital | 36,250,730 | 34,672,442 |
Accumulated deficit | (40,506,622) | (39,474,426) |
Total Stockholders Deficit | (4,112,253) | (4,753,482) |
Total Liabilities and Stockholders Deficit | 1,103,633 | 253,523 |
Convertible Preferred Stock [Member] | Series A Preferred Stock [Member] | ||
STOCKHOLDERS’ DEFICIT: | ||
Series D convertible Preferred stock, 500,000 shares designated at par value of $0.0001 49,626 and 51,632 shares issued and outstanding at March 31, 2022 and December 31, 2021, respectively | 2 | 2 |
Total Stockholders Deficit | 2 | 2 |
Convertible Preferred Stock [Member] | Series B Preferred Stock [Member] | ||
STOCKHOLDERS’ DEFICIT: | ||
Series D convertible Preferred stock, 500,000 shares designated at par value of $0.0001 49,626 and 51,632 shares issued and outstanding at March 31, 2022 and December 31, 2021, respectively | 28 | 28 |
Total Stockholders Deficit | 28 | 28 |
Convertible Preferred Stock [Member] | Series D Preferred Stock [Member] | ||
STOCKHOLDERS’ DEFICIT: | ||
Series D convertible Preferred stock, 500,000 shares designated at par value of $0.0001 49,626 and 51,632 shares issued and outstanding at March 31, 2022 and December 31, 2021, respectively | 5 | 5 |
Total Stockholders Deficit | $ 5 | $ 5 |
CONSOLIDATED BALANCE SHEETS (_2
CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - USD ($) | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Amortization of Intangible Assets | $ 14,596 | ||
Financial Instruments Subject to Mandatory Redemption, Settlement Terms, Share Value, Amount, Noncurrent | $ 463,284 | $ 673,167 | |
Preferred Stock, Shares Authorized | 50,000,000 | 50,000,000 | |
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | |
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | |
Common Stock, Shares Authorized | 5,000,000,000 | 5,000,000,000 | |
Common Stock, Shares, Issued | 1,429,715,425 | 478,340,607 | |
Common Stock, Shares, Outstanding | 1,429,715,425 | 478,340,607 | |
Convertible Preferred Stock [Member] | Series C Preferred Stock [Member] | |||
Financial Instruments Subject to Mandatory Redemption, Settlement Terms, Share Value, Amount, Noncurrent | $ 1,000,000 | $ 1,000,000 | |
Preferred Stock, Shares Outstanding | 316,250 | 465,375 | |
Preferred Stock Redemption Premium | $ 128,328 | $ 189,237 | |
Preferred Stock, Liquidation Preference, Value | $ 334,957 | ||
Convertible Preferred Stock [Member] | Series A Preferred Stock [Member] | |||
Preferred Stock, Shares Outstanding | 19,634 | 19,634 | |
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | |
[custom:PreferredStockSharesDesignated-0] | 25,000 | 25,000 | |
Preferred Stock, Shares Issued | 19,634 | 19,634 | |
Convertible Preferred Stock [Member] | Series B Preferred Stock [Member] | |||
Preferred Stock, Shares Outstanding | 284,000 | 284,000 | |
Preferred Stock, Liquidation Preference, Value | $ 284,000 | ||
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | |
[custom:PreferredStockSharesDesignated-0] | 1,000,000 | 1,000,000 | |
Preferred Stock, Shares Issued | 284,000 | 284,000 | |
Convertible Preferred Stock [Member] | Series D Preferred Stock [Member] | |||
Preferred Stock, Shares Outstanding | 49,626 | 51,632 | |
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | |
[custom:PreferredStockSharesDesignated-0] | 500,000 | 500,000 | |
Preferred Stock, Shares Issued | 49,626 | 51,632 | |
Common Stock Issuable [Member] | |||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | |
Common Stock, Shares Subscribed but Unissued | 6,324,451 | 6,324,451 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
REVENUES | ||
Revenues | $ 65,256 | $ 1,305 |
OPERATING EXPENSES: | ||
Commissions | 3,542 | 159 |
General and administrative | 384,521 | 380,685 |
Software development, hosting and support - related party | 180,000 | 105,000 |
Other software and support fees | 13,814 | |
Revenue shares | 49,042 | 861 |
Investor relations | 3,587 | 18,716 |
Advertising, promotion and marketing | 134,854 | 55,633 |
Amortization of intangible assets | 14,596 | |
Total operating expenses | 783,956 | 561,054 |
LOSS FROM OPERATIONS | (718,700) | (559,749) |
OTHER INCOME(EXPENSE): | ||
Accretion and interest expense | (70,204) | (266,372) |
Gain on extinguishment of convertible note | 81,707 | |
Loss on initial derivative expense | (1,796,835) | |
Gain (loss) on change in fair value of derivative | (1,000) | 138,000 |
Total other income (expense), net | 10,503 | (1,925,207) |
NET LOSS | (708,197) | (2,484,956) |
DEEMED DIVIDEND | (323,999) | |
NET LOSS ALLOCABLE TO COMMON STOCKHOLDERS | $ (1,032,196) | $ (2,484,956) |
Basic and Diluted | $ (0.0012) | $ (0.0138) |
Basic and Diluted | 826,369,550 | 180,089,850 |
Subscription and merchandising sales | ||
REVENUES | ||
Revenues | $ 1,216 | $ 1,305 |
OPERATING EXPENSES: | ||
Revenue shares | 418 | 861 |
Music royalties and services | ||
REVENUES | ||
Revenues | $ 64,040 |
CONSOLIDATED STATEMENT OF CHANG
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT (EQUITY) (Unaudited) - USD ($) | Convertible Preferred Stock [Member]Series A Preferred Stock [Member] | Convertible Preferred Stock [Member]Series B Preferred Stock [Member] | Convertible Preferred Stock [Member]Series D Preferred Stock [Member] | Common Stock [Member] | Common Stock Issuable [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total | Common Stock Subcription Member |
Beginning balance, value at Dec. 31, 2020 | $ 2 | $ 28 | $ 5,167 | $ 10,354 | $ 31,269,833 | $ (36,569,246) | $ (5,288,362) | $ (4,500) | |
Shares, Outstanding, Beginning Balance at Dec. 31, 2020 | 19,786 | 284,000 | 51,665,821 | 103,547,079 | |||||
Common stock issued on conversion of Series C preferred | $ 550 | 50,039 | 50,589 | ||||||
Conversion of Stock, Shares Converted | 5,500,894 | ||||||||
Issuance of Series D preferred in settlement of convertible note | |||||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 31,532,405 | ||||||||
Amortization of value of employee stock options | 20,988 | 20,988 | |||||||
Deemed dividend | |||||||||
Net Loss | (2,484,956) | (2,484,956) | |||||||
Conversion of convertible notes | 3,153 | 164,590 | 167,743 | ||||||
Issuance of common stock previously issuable | $ 4,077 | $ (4,077) | |||||||
Stock Issued During Period, Shares, Other | 40,766,310 | (40,766,310) | |||||||
Common shares issued in payment of loan commitment fee | $ 350 | 11,574 | 11,924 | ||||||
Stock Issued During Period Value Issued For Loan Commitment Fees Shares | 3,500,000 | ||||||||
Common stock warrants issued, related to loans | 301,411 | 301,411 | |||||||
Settlement of share subscription receivable | 4,500 | 4,500 | |||||||
Ending balance, value at Mar. 31, 2021 | $ 2 | $ 28 | $ 13,297 | $ 6,277 | 31,818,435 | (39,054,202) | (7,216,163) | ||
Shares, Outstanding, Ending Balance at Mar. 31, 2021 | 19,786 | 284,000 | 132,965,430 | 62,780,769 | |||||
Beginning balance, value at Dec. 31, 2020 | $ 2 | $ 28 | $ 5,167 | $ 10,354 | 31,269,833 | (36,569,246) | (5,288,362) | $ (4,500) | |
Shares, Outstanding, Beginning Balance at Dec. 31, 2020 | 19,786 | 284,000 | 51,665,821 | 103,547,079 | |||||
Ending balance, value at Dec. 31, 2021 | $ 2 | $ 28 | $ 5 | $ 47,835 | $ 632 | 34,672,442 | (39,474,426) | (4,753,482) | |
Shares, Outstanding, Ending Balance at Dec. 31, 2021 | 19,634 | 284,000 | 51,632 | 478,340,607 | 6,324,451 | ||||
Initial common stock issued to acquire Artist Republik business | $ 17,699 | 619,451 | 637,150 | ||||||
Stock Issued During Period, Shares, Acquisitions | 176,986,025 | ||||||||
Common stock issued on conversion of Series C preferred | $ 20,738 | 280,902 | 301,640 | ||||||
Conversion of Stock, Shares Converted | 207,382,158 | ||||||||
Sale of Series D preferred | $ 2 | 246,198 | 246,200 | ||||||
Proceeds from Issuance of Convertible Preferred Stock, Shares | 24,620 | ||||||||
Issuance of Series D preferred in settlement of convertible note | $ 2 | 149,998 | 150,000 | ||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 15,000 | ||||||||
Common stock issued on conversion of Series D preferred | $ (4) | $ 51,700 | (51,696) | ||||||
Common shares issued on conversion of Series D preferred, Shares | (41,626) | 517,006,635 | |||||||
Amortization of value of employee stock options | 24,436 | 24,436 | |||||||
Finders fees paid on sales of Series D preferred | (10,000) | (10,000) | |||||||
Deemed dividend | 323,999 | (323,999) | |||||||
Stock issued on exercise of cashless warrant related to convertible loan | 5,000 | (5,000) | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercises in Period | 50,000,000 | ||||||||
Net Loss | (708,197) | (708,197) | |||||||
Settlement of share subscription receivable | |||||||||
Ending balance, value at Mar. 31, 2022 | $ 2 | $ 28 | $ 5 | $ 142,972 | $ 632 | $ 36,250,730 | $ (40,506,622) | $ (4,112,253) | |
Shares, Outstanding, Ending Balance at Mar. 31, 2022 | 19,634 | 284,000 | 49,626 | 1,429,715,425 | 6,324,451 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net Loss | $ (708,197) | $ (2,484,956) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Non-cash loan fees deducted from proceeds | 29,000 | |
Debt conversion fees charged to expense | 8,600 | |
Stock option expense | 24,436 | 20,988 |
Amortization of debt discount | 19,315 | 93,629 |
Amortization of intangible assets | 14,596 | |
Initial derivative expense | 1,796,835 | |
(Gain) Loss on change in fair value of derivative | 1,000 | (138,000) |
Premium and accretion on stock settled debt | 129,777 | |
Loss on debt conversion | ||
Premium, dividends and accretion on Series C preferred stock | 38,010 | |
Gain on debt extinguishment | (81,707) | |
Change in operating assets and liabilities: | ||
Accounts receivable | 12,500 | |
Prepaid expenses | (2,167) | 22,272 |
Accounts payable - related party | 20,000 | (115,000) |
Accounts payable and accrued expenses | 198,368 | 138,056 |
Deferred income | 1,785 | |
NET CASH USED IN OPERATING ACTIVITIES | (474,561) | (486,299) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Cash acquired in business combination | 9,500 | |
CASH FLOWS PROVIDED BY INVESTING ACTIVITIES | 9,500 | |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from sale of convertible Series C preferred stock | 53,750 | 269,350 |
Procceds from sale of convertible Series D preferred stock from Regulation A offering | 246,200 | |
Finders fees on sales of Series D preferred stock | (10,000) | |
Proceeds from issuance of convertible notes | 358,500 | |
Prepayment of convertible notes | ||
Proceeds from short-term loans | ||
Proceeds from sale of common stock | ||
NET CASH PROVIDED BY FINANCING ACTIVITIES | 289,950 | 627,850 |
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS | (175,111) | 141,551 |
CASH AND CASH EQUIVALENTS – beginning of period | 253,523 | 52,702 |
Cash | 78,412 | 194,253 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||
Interest | ||
Income taxes | ||
Non-cash investing and financing activities: | ||
Settlement of stock subscription receivable | 4,500 | |
Conversion of convertible notes and accrued interest to common stock | 159,142 | |
Exchange of convertible note for Series D preferred stock | 150,000 | |
Conversion of Series C redeemable preferred shares to common stock | 301,640 | |
Premiums on Series C redeemable preferred shares | 50,589 | |
Recording of debt discounts from derivatives on convertible debt | 446,700 | |
Acquisition of Artist Republik business with common stock and contingent consideration | 1,037,650 | |
Deemed dividend on warrant ratchet | $ 323,999 |
NATURE OF BUSINESS AND GOING CO
NATURE OF BUSINESS AND GOING CONCERN | 3 Months Ended |
Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
NATURE OF BUSINESS AND GOING CONCERN | 1. NATURE OF BUSINESS AND GOING CONCERN Nature of Business Friendable, Inc., a Nevada corporation (the Company), was incorporated in the State of Nevada. Friendable, Inc. is a mobile-focused technology and marketing company, connecting and engaging users through two distinctly branded applications. The Company initially released its flagship product Friendable, as a social application where users can create one-on-one or group-style meetups. In 2019 the Company moved the Friendable app closer to a traditional dating application with its focus on building revenue, as well as reintroducing the brand as a non-threatening, all-inclusive place where Everything starts with Friendship…meet, chat & date. During 2021 management decided that the Friendable app should no longer be supported and that the Companys resources would be better focused on the development of its second app, the FanPass app (see below). On June 28, 2017, the Company formed a wholly owned Nevada subsidiary called Fan Pass, Inc. Fan Pass is the Company’s most recent and second app/brand, released on July 24, 2020. Fan Pass believes in connecting Fans of their favorite celebrity or artist, to an exclusive VIP or Backstage experience, right from their smartphone or other connected devices. Fan Pass allows an artist’s fanbase to experience something they would otherwise never have the opportunity to afford or geographically attend. The Company aims to establish the Fan Pass as its premier brand and mobile platform that is dedicated to connecting and engaging users from anywhere around the World. While the Company has developed an enhanced version of its Fan Pass application (v2.0) with improved features and attributes which it released on July 24, 2021, presently the Companys primary revenue is from music services provided to music artists through the acquisition on January 5, 2022 of the intellectual property assets, customer lists, websites and supporting computer programs associated with the music services business of Artist Republik, Inc. Starting its business in 2020, Artist Republik is an innovative, decentralized music business that allows independent music artists from around the world to take more control of their own careers through networking, centralized resources, and AI-based management tools . The acquisition is aimed to solidify the Companys now all-encompassing suite of products and music services, positioning the Company as an all-inclusive 360 music offering to both music fans and music artists. With a suite of artist-centric services that extend livestreaming capabilities and virtual performance options, this powerful combination of support and services offered by Fan Pass and Artist Republik will now include music distribution for all artists, while fans can enjoy access to a variety of artist channels across different genres, exclusive live events, behind-the-scenes content, artist merchandising and more. The offering also provides artists more autonomy and freedom over their own music, ticketing streams, blog/social promotion, custom merchandise development, beats/samples sales and more, all without being signed to a record label or giving up their creative rights. Effective July 1, 2021 the Company increased its authorized common shares from 1 billion ( 1,000,000,000 2,000,000,000 0.0001 2,000,000,000 3,000,000,000 0.0001 3,000,000,000 5,000,000,000 0.0001 Going Concern The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern, which implies that the Company would continue to realize its assets and discharge its liabilities in the normal course of business. As of March 31, 2022, the Company has a working capital deficiency of $ 5,135,307 40,506,622 4,112,253 708,197 474,561 . Management plans to continue to raise financing through equity sales and to continue to expand its revenue from its FanPass app and from its new Artist Republik music services business, together with seeking the acquisition of additional compatible businesses that will be beneficial to the Company. No assurance can be given that any such additional financing will be available, or that it can be obtained on terms acceptable to the Company and its stockholders. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Principles of Consolidation The consolidated financial statements include all the accounts of the Company and all of its wholly owned subsidiaries as of March 31, 2022 and as of December 31, 2021. All material intercompany accounts and transactions have been eliminated in the accompanying consolidated financial statements. The Companys fiscal year end is December 31. The accompanying unaudited consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (the “U.S. GAAP”) for interim financial information and include all material adjustments consisting of normal recurring adjustments and non-recurring adjustments which in the opinion of management are necessary for a fair presentation of interim results. Operating results for interim periods are not necessarily indicative of results that may be expected for the fiscal year as a whole. These unaudited consolidated financial statements should be read in conjunction with the summary of significant accounting policies and notes to the consolidated financial statements for the year ended December 31, 2021 of the Company which were included in the Company’s annual report on Form 10-K as filed with the Securities and Exchange Commission. Use of Estimates The preparation of these statements in accordance with United States generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses in the reporting period. The Company regularly evaluates estimates and assumptions related to fair value valuation of assets acquired and liabilities assumed in business combinations, fair value of consideration issued in business combinations, valuation of intangible assets and goodwill, valuation of convertible debenture conversion options, derivative instruments, deferred income tax asset valuations, financial instrument valuations, share-based payments, other equity-based payments, and loss contingencies. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Companys estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. Revenue Recognition In accordance with ASC 606, revenue is recognized when the following criteria have been met; valid contracts are identified with specific customers, performance obligations have been identified, price is determinable, price is allocated to performance obligations, and the Company has satisfied the performance obligations. Revenue generally is recognized net of allowances for returns and any taxes collected from customers and subsequently remitted to governmental authorities. During the three months ended March 31, 2022 the Company derived its revenue from monthly subscription fees and merchandising sales from its Fan Pass app, which revenues were recognized when performance obligations were met; and from annual subscriptions and music services provided through Artist Republik, which revenues were recognized proportionately for annual subscriptions, and when performance obligations were met for music services.. At March 31, 2022 the Company recorded deferred income of $ 1,785 . Subsequent to the launch of the Fan Pass app in July, 2020 and pursuant to various agreements between Fan Pass, Inc. and music artists, managers, talent agencies, partners and/or record labels and certain round one investors and convertible noteholders (collectively, “Revenue Share Participants”) such individuals and/or entities are eligible to receive a share of net proceeds derived by the Company from subscription receipts from the Fan Pass app and from merchandise sales. The Company has established an “Artist Pool” equal to 40% of net Fan Pass “Fan Subscriptions” received, in which the “pool” is paid out to individual artists based on fan activity or “Content Views” within an artist’s channel on the Fan Pass app. Additionally, a standard 50% of net merchandise sales (created by Fan Pass for each artist) received or sold by each artist is shared with each artist. In some instances, the Company may adjust the sharing percentage for special situation artists or “Mega Stars” who may command a different merchandise split. Certain investors, along with Series B Preferred stockholders, are entitled to proportionately participate in an “Investor Pool” equal to approximately 4% of net subscription and net merchandising sales receipts. In addition, as compensation for bringing music artists to perform for the initial Fan Pass app launch, Eclectic Artists is eligible receive 5% of Fan Pass net revenue, and the holder of a convertible note is entitled to receive a prorated share of 20% of Fan Pass net revenue up to $70,000 and, thereafter, a prorated share of 5% of Fan Pass net revenue for 5 years. Net revenue is defined as gross receipts, minus source commissions and other cost of goods sold as defined in the agreements, including deduction for the cost of merchandise, hosting, streaming and other platform and processing fees. During the three months ended March 31, 2022 and March 31, 2021 the Company incurred a revenue sharing expense relating to Fan Pass of $ 418 861 2,736 The Company’s newly acquired Artist Republik business also provides music artists, who have paid their annual subscription fee, revenue sharing opportunities ranging from 100% of all music royalties received 90% of Featured X revenues and a blended average of 17.5% of all other types of music revenues received. During the three months ended March 31, 2022 the Company incurred a revenue sharing expense on its Artist Republik business segment of $48,624 (on revenues of $64,040) or an average share rate of approximately 76%, which is included in “revenue shares” expense in the consolidated statement of operations., At March 31, 2022 the Company had a revenue share liability relating to Artist Republik of $ 32,496 Cash and Cash Equivalents The Company considers all highly liquid instruments purchased with a maturity of three months or less to be cash equivalents. Advertising, Promotion and Marketing Costs The Companys policy regarding advertising, promotion and marketing costs is to expense such costs when incurred. During the three months ended March 31, 2022, the Company incurred $ 134,854 55,633 Impairment of Long-Lived Assets The Company continually monitors events and changes in circumstances that could indicate carrying amounts of long-lived assets may not be recoverable. When such events or changes in circumstances are present, the Company assesses the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future cash flows is less than the carrying amount of those assets, the Company recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell. Derivative liabilities The Company has a financial instrument associated with a debt restructuring agreement and conversion options embedded in convertible debt. The Company evaluates all its financial instruments to determine if those contracts or any potential embedded components of those contracts qualify as derivatives to be separately accounted for in accordance with ASC 815-10 – Derivative and Hedging – Contract in Entitys Own Equity In July 2017, FASB issued ASU No. 2017-11, Earnings Per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815): (Part I) Accounting for Certain Financial Instruments with Down Round Features. These amendments simplify the accounting for certain financial instruments with down-round features. The amendments require companies to disregard the down-round feature when assessing whether the instrument is indexed to its own stock, for purposes of determining liability or equity classification. The guidance was adopted as of January 1, 2019 and the adoption did not have any impact on its consolidated financial statement and there was no cumulative effect adjustment. Stock-based Compensation The Company records stock-based compensation in accordance with ASC 718, Compensation – Stock Based Compensation. ASC 718 requires companies to estimate the fair value of share-based awards on the date of grant using an option-pricing model. The Company uses the Black-Scholes option pricing model as its method in determining fair value. This model is affected by the Companys stock price as well as assumptions regarding a number of subjective variables. These subjective variables include but are not limited to the Companys expected stock price volatility over the terms of the awards, and actual and projected employee stock option exercise behaviors. The value of the portion of the award that is ultimately expected to vest is recognized as an expense in the statement of operations over the requisite service period. All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. Accounts Receivable and Allowance for Doubtful Accounts The Company monitors its outstanding receivables for timely payments and potential collection issues. At March 31, 2022 and December 31, 2021, the Company had no accounts receivable and therefore did not have any allowance for doubtful accounts. Financial Instruments Financial assets and financial liabilities are recognized in the balance sheet when the Company has become party to the contractual provisions of the instruments. The Companys financial instruments consist of accounts receivable, accounts payable, convertible debentures, stock settled debt, derivatives, mandatorily redeemable Series C Preferred stock and promissory notes. The fair values of these financial instruments approximate their carrying value, due to their short-term nature, and current market rates for similar financial instruments. Fair value of a financial instrument is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Companys financial instruments recorded at fair value in the balance sheets are categorized based upon the level of judgment associated with the inputs used to measure their fair value. Basic and Diluted Loss Per Share The Company computes net loss per share in accordance with ASC 260, Earnings per Share. ASC 260 requires presentation of both basic and diluted earnings per share (EPS) on the face of the statement of operations. Basic EPS is computed by dividing net income (loss) available to common stockholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. As of March 31, 2022, there were approximately 14,968,279,332 Schedule of Antidilutive Securities Potential dilutive shares 334,317,000 Warrants and Stock Options outstanding 151,478,090 Common shares issuable upon conversion of convertible debt 12,924,358,884 Common shares issuable upon conversion of Preferred Series A shares 1,136,000 Common shares issuable upon conversion of Preferred Series B shares 524,189,358 Common shares issuable upon conversion of Preferred Series C shares 1,102,800,000 Common shares issuable upon conversion of Preferred Series D shares 14,968,279,332 As of December 31, 2021, there were approximately 4,978,285,856 Potential dilutive shares 100,464,436 Warrants and Stock Options outstanding 90,152,420 Common shares issuable upon conversion of convertible debt 4,361,985,540 Common shares issuable upon conversion of Preferred Series A shares 1,136,000 Common shares issuable upon conversion of Preferred Series B shares 252,440,793 Common shares issuable upon conversion of Preferred Series C shares 172,106,667 Common shares issuable upon conversion of Preferred Series D shares 4,978,285,856 Income Taxes The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, Income Taxes. The asset and liability method provides that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities and for operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized. Reclassifications Certain amounts in the 2021 statement of operations were reclassified within operating expenses between software development, hosting and support and other software and support fees to conform to the 2022 presentation. Recent Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entitys Own Equity (Subtopic 815-40)—Accounting for Convertible Instruments and Contracts in an Entitys Own Equity. The ASU simplifies accounting for convertible instruments by removing major separation models required under current GAAP. Consequently, more convertible debt instruments will be reported as a single liability instrument with no separate accounting for embedded conversion features. The ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, which will permit more equity contracts to qualify for the exception. The ASU also simplifies the diluted net income per share calculation in certain areas. The new guidance is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, and early adoption is permitted for fiscal years beginning after December 15, 2020. The Company is currently evaluating the impact of the adoption of the standard on the consolidated financial statements. |
RELATED PARTY TRANSACTIONS AND
RELATED PARTY TRANSACTIONS AND BALANCES | 3 Months Ended |
Mar. 31, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS AND BALANCES | 3. RELATED PARTY TRANSACTIONS AND BALANCES During the three months ended March 31, 2022, the Company incurred $ 173,594 110,489 During the three ended March 31, 2022, the Company incurred $ 180,000 15,000 105,000 15,000 As of December 31, 2020, the Company had a stock subscription receivable totaling $ 4,500 As of March 31, 2022 accounts payable, related party includes $ 120,000 100,000 $1,288,908 1,213,908 . |
CONVERTIBLE DEBENTURES
CONVERTIBLE DEBENTURES | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE DEBENTURES | 4. CONVERTIBLE DEBENTURES The Company had an obligation to issue a total of 105,370,929 common shares to certain convertible debenture holders relating to a 2019 convertible debentures settlement agreement. During 2020 a total of 4,411,851 common shares were issued, leaving a total of 100,959,078 issuable at December 31, 2020. During 2021 the Company issued a total of 97,222,626 common shares, leaving a total of 3,736,452 issuable at December 31, 2021 and March 31, 2022. Derivative Liabilities The Company accounts for its obligation to issue common stock (Reset Provision) as derivative instruments in accordance with ASC Topic 815, Derivatives and Hedging which are reflected as liabilities at fair value on the consolidated balance sheet, with changes in fair value reported in the consolidated statement of operations. Fair value is defined as the price to sell an asset or transfer a liability in an orderly transaction between willing and able market participants. The number of shares of common stock the Company could be obligated to issue, is based on future trading prices of the Companys common stock. To reflect this uncertainty in estimating the fair value of the potential obligation to issue common stock, the Company uses a Monte Carlo model that considers the reporting date trading price, historical volatility of the Companys common stock, and risk-free rate in estimating the fair value of the potential obligation to issue common stock. The results of the Monte Carlo simulation model are most sensitive to inputs for expected volatility. Depending on the availability of observable inputs and prices, different valuation models could produce materially different fair value estimates. The estimated fair values may not represent future fair values and may not be realizable. We categorize our fair value estimates in accordance with ASC 820 based on the hierarchical framework associated with the three levels of price transparency utilized in measuring financial instruments at fair value as discussed above. |
CONVERTIBLE PROMISSORY NOTES
CONVERTIBLE PROMISSORY NOTES | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE PROMISSORY NOTES | 5. CONVERTIBLE PROMISSORY NOTES The following is a summary of Convertible Promissory Notes at March 31, 2022: Schedule of Convertible Promissory Notes Issuance Principal Accrued Principal and Date Outstanding Interest Accrued interest J.P. Carey Inc. May 20, 2020 $ 60,000 $ 26,947 $ 86,947 J.P. Carey Inc. June 11, 2020 10,000 - 10,000 Ellis International LP October 13, 2020 100,000 14,656 114,656 Anvil Financial Management LLC January 1, 2021 9,200 917 10,117 Total 179,200 $ 42,520 $ 221,720 Less: J.P. Carey Inc excess debt conversions to be allocated against other outstanding notes (80,129 ) Less: Ellis International LP excess common stock drawdown to be offset against Ellis convertible note (91,130 ) Less: Unamortized discounts - Net carrying value: December 31, 2021 $ 7,941 The following is a summary of Convertible Promissory Notes at December 31, 2021: Issuance Principal Accrued Principal and Date Outstanding Interest Accrued interest J.P.Carey Inc. May 20, 2020 $ 60,000 $ 23,396 $ 83,396 J.P.Carey Inc. June 11, 2020 10,000 - 10,000 J.P.Carey Inc. March 3, 2021 150,000 12,452 162,452 Ellis International LP October 13, 2020 100,000 12,190 112,190 Anvil Financial Management LLC January 1, 2021 9,200 736 9,936 Total 329,200 $ 48,774 $ 377,974 Less: J.P.Carey Inc excess debt conversions to be allocated against other outstanding notes (80,129 ) Less: Ellis International LP excess common stock drawdown to be offset against Ellis convertible note (91,130 ) Less: Unamortized discounts (25,993 ) Net carrying value: December 31, 2021 $ 131,948 The Company defaulted on two of the J.P. Carey Inc. convertible notes by being late with the December 31, 2019 Form 10-K filing on the extended date. One dated May 20, 2020 in the amount of $60,000 and another one dated June 11, 2020 of $10,000, causing the interest rate to increase to 24%. The derivative fair value of the above at March 31, 2022 and at December 31, 2021 is $50,300 and $123,300, respectively . Further information concerning the above Notes is as follows: JP Carey Convertible Note dated March 30, 2017 and assignments. On April 7, 2017, the Company entered into a Settlement Agreement with Joseph Canouse (the Agreement). The Company and Mr. Canouse had been in a dispute regarding what amount, if any, was owed pursuant to a consulting agreement between the parties signed in April 2014. In December 2016, Mr. Canouse obtained a judgment in state court in Georgia and the right to garnish the Companys bank accounts. Pursuant to the Settlement Agreement, the Company agreed to issue an 8% Convertible Note in the principal amount of $82,931 (the Note). The Note was issued to J.P. Carey LLC an entity controlled by Mr. Canouse. Although the Note is dated March 30, 2017, it was issued on April 7, 2017. The note maturity date was December 31, 2017. In return for the issuance of the Note, Mr. Canouse filed a Consent Motion to Withdraw Judgment, dismiss all garnishments, and cease all collection activities. The Note is convertible into common stock, subject to Rule 144, at any time after the issue date at the lower of (i) the closing sale price of the common stock on the trading day immediately preceding the closing date, which was $20.00 per share, and (ii) 50% of the lowest sale price for the common stock during the twenty-five (25) consecutive trading days immediately preceding the conversion date or the closing bid price, whichever is lower. Mr. Canouse does not have the right to convert the Note, to the extent that he would beneficially own in excess of 4.99% of our outstanding common stock. The note defines several events that constitute default including failure to pay principal and interest by the maturity date of December 31, 2017 and failure to comply with the exchange act. In the event of default, the amount of principal and interest not paid when due bear default interest at the rate of 24% per annum and the Note becomes immediately due and payable. The Company defaulted by not paying the principal and interest on December 31, 2017 and has been recording interest at the 24% default rate. The Company also defaulted by being late with filing the Form 10-K on May 29, 2020. During the year ended December 31, 2019, J.P. Carey converted $1,002 of principal into 120,000 shares of the Companys common stock at a price of $0.0084 and J.P. Carey assigned $10,000 of the note to World Market Ventures, LLC and assigned $6,000 of the note to Anvil Financial Management Ltd LLC. The assignments carry the same conversion rights as the original note. World Market Ventures converted $6,000 of principal into 120,000 shares of the Companys common stock at a price of $0.05. Anvil converted $6,000 of principal into 120,000 shares of the Companys common stock at a price of $0.05. At December 31, 2019, the J.P. Carey note balance including accrued interest of $51,980 was $121,910, including the portion assigned to World Market Ventures of $4,000. During the year ended December 31, 2020: J.P. Carey converted $30,930 of principal and $18,020 of interest into 1,642,162 shares of the Companys common stock at a price of $0.029. World Market Ventures converted the remaining balance of $4,000 of principal into 72,595 shares of the Companys common stock at a price of $0.0551. On April 6, 2020 JP Carey assigned $35,000 of the note to Green Coast Capital International. The assignment carries the same conversion rights as the original note. During the year ended December 31, 2020 Green Coast converted $24,245 of principal into 859,283 shares of common stock of the Company at an average price of $0.029 and the Company incurred $414 of interest on the assigned note. As of December 31, 2020 the assigned note had a principal balance of $10,755 and an accrued interest balance of $848 and $1,275, respectively, which has been accounted for as having a derivative liability due to the variable conversion price. On August 10, 2021 Green Coast exercised its right to convert the principal balance of $10,755 and accrued interest of $1,389 into 3,238,544 common shares in full settlement. On December 3, 2020 JP Carey assigned $25,000 of the accrued interest balance to Trillium Partners LP. The assignment carried the same conversion rights as the original note. On December 23, 2020 Trillium converted $3,564 of principal, $214 of interest and $1,025 conversion fee into 1,372,200 common stock at an average price of $0.0035. As of December 31, 2020 the assigned note had a principal balance of $21,436 and an accrued interest balance of $258. On January 18, 2021 Trillium converted $8,317 of principal, $310 of interest and $1,025 conversion fee into 2,413,023 common stock at an average price of $0.004 and on January 27, 2021 Trillium converted the remaining balance of $13,119 of principal, $95 of interest and $1,025 conversion fee into 2,819,582 common stock at an average price of $0.00505. As of March 31, 2021 therefore, this assigned note has been fully converted to common shares by Trillium. As of December 31, 2020 the remaining accrued interest on the original JP Carey note was $20,029. During the three months ended March 31, 2021 JP Carey claimed a total of six additional conversions to common stock totaling $120,580, represented by $116,080 in accrued interest and $4,500 in conversion fees, and received a total of 22,515,059 common shares at an average price of $0.0545 to fully convert the remaining balance on the note. Adjusting for additional interest expense, the Company believes that a cumulative amount of $80,129 has been received by JP Carey in excess of the remaining balance due. The Company is presently in negotiation with JP Carey to apply this excess to additionally retire the two outstanding JP Carey notes of $60,000 and $10,000, together with all or a substantial portion of accrued interest thereon. JP Carey Securities Purchase Agreement and Convertible Note dated May 20, 2020 On May 20, 2020, the Company entered into a Securities Purchase Agreement (the SPA) whereby the Company agreed to sell to the holder convertible notes in amounts up to $60,000. The note holder shall be entitled to a pro rata share of 20% of the net revenues (excluding Brightcove) derived from subscriptions and other sales of Fan Pass, Inc., a wholly owned subsidiary of the Company. The 20% pays out two times the initial investment and continues at 5% for a period of five years. On May 20, 2020 the Company issued a 0% interest rate note to JP Carey under this SPA with a maturity date of January 1, 2021 and received $60,000 in cash in three closings; $30,000 on April 9, 2020, $15,000 on May 13, 2020, and $15,000 on May 20, 2020. The Note is convertible into common stock, subject to Rule 144, at any time after the issue date at $0.02 per share. The holder does not have the right to convert the note, to the extent that the holder would beneficially own in excess of 4.9% of our outstanding common stock. The note defines several events that constitute default including failure to pay principal and interest by the maturity date and failure to comply with the exchange act. In the event of default, the amount of principal and interest not paid when due bear default interest at the rate of 24% per annum and the note becomes immediately due and payable. Under certain default events the Company may incur a penalty of 20% to 50% of the note principal. Further, if the Company fails to comply with the exchange act the conversion price is the lowest price quoted on the trade exchange during the delinquency period. Upon certain default events the conversion price may change. Therefore, the embedded conversion option is bifurcated and treated as a derivative liability. On the date of issuance, the Company recorded a derivative liability of $233,000, resulting in derivative expense of $173,000 and a discount against the note of $60,000 amortized into interest expense through the maturity date of May 20, 2021 The Company defaulted by being late with filing the Form 10-K on May 29, 2020. The Company accrued $26,947 of interest at the default rate of 24% for the period from May 29, 2020 to March 31, 2022, and the principal balance was $60,000 at March 31, 2022 and December 31, 201. JP Carey Convertible Note dated June 11, 2020. On June 11, 2020, the issued a 0% note to JP Carey with a maturity date of January 15, 2021 and received $10,000 in cash. The Note is convertible into common stock, subject to Rule 144, at any time after the issue date at $0.01 per share. The holder does not have the right to convert the note, to the extent that the holder would beneficially own in excess of 9.9% of our outstanding common stock. The note defines several events that constitute default including failure to pay principal and interest by the maturity date and failure to comply with the exchange act. In the event of default, the amount of principal and interest not paid when due bear default interest at the rate of 24% per annum and the note becomes immediately due and payable. Under certain default events the Company may incur a penalty of 20% to 50% of the note principal. Further, if the Company fails to comply with the exchange act the conversion price is the lowest price quoted on the trade exchange during the delinquency period. Upon certain default events the conversion price may change. Therefore, the embedded conversion option is bifurcated and treated as a derivative liability. On the date of issuance, the Company recorded a derivative liability of $63,000, resulting in derivative expense of $53,000 and a discount against the note of $10,000 amortized into interest expense through the maturity date of June 11, 2021. The principal balance was $10,000 at March 31, 2022 and December 31, 2021. Ellis International LP Convertible Note dated October 13, 2020. On October 13, 2020, the Company issued a 10% convertible note in the principal amount of $100,000 to Ellis International LP with a maturity date of October 13, 2022 and received cash of $95,000 (net of $5,000 deducted for the noteholders legal fees). The Note is convertible into common stock, subject to Rule 144, at any time after the issue date. The Conversion Price shall be 75% of the 3 day VWAP as reported by Bloomberg LP for the 3 trading days preceding conversion. The holder does not have the right to convert the note, to the extent that the holder would beneficially own in excess of 4.99% of our outstanding common stock. The note defines several events that constitute default including failure to pay principal and interest by the maturity date and failure to comply with the exchange act. In the event of default, the amount of principal and interest not paid when due bear default interest at the rate of 18% per annum and the note becomes immediately due and payable. At March 31, 2022 and at December 31, 2021 the outstanding balance on the note was $100,000 principal and $14,656 and $12,190 accrued interest, respectively. During the three months ended December 31, 2021 Ellis International LP requested and was issued a total of 16,000,000 common shares against its Convertible Debenture settlement (see Note 4). However, Ellis was only entitled to drawdown a total of 8,709,641 common shares to reach its maximum common shares allocation from its settlement. The excess balance of 7,290,359 common shares, which carried a fair value of $91,130 at the drawdown date based on the Companys trading price of $0.0125 on that date, has been applied as an offset against the outstanding principal of $100,000 on the Ellis convertible note pending resolution of this issue with Ellis. Trillium Partners LP Convertible Note dated December 8, 2020 On December 8, 2020, the Company issued a 8% convertible note in the principal amount of $27,500 to Trillium Partners LP with a maturity date of December 8, 2021 and received cash of $25,000 (net of $2,500 deducted for the noteholders legal fees). The Note is convertible into common stock, subject to Rule 144, at any time after the issue date The Conversion Price shall be equal to the lower of: (i) the Fixed Price of $0.001 per share; and (ii) the Variable Conversion Price, being 50% of the lowest trading price for the common stock during the 30 trading day period prior to conversion. The holder does not have the right to convert the note, to the extent that the holder would beneficially own in excess of 4.99% of our outstanding common stock. The note defines several events that constitute default including failure to pay principal and interest by the maturity date and failure to comply with the exchange act. In the event of default, the amount of principal and interest not paid when due bear default interest at the rate of 18% per annum and the note becomes immediately due and payable. On February 4, 2021 and March 10, 2021 Trillium exercised its right of conversion on a total of $21,000 principal, $222 accrued interest and $2,050 conversion fees, and received a total of 3,784,052 of the Companys common shares, at an average of $0.00615 per share, leaving an outstanding principal balance of $6,500 and accrued interest of $1,111 at June 30, 2021. On September 15, 2021 the Company paid off in cash the remaining note liability of $6,500 principal and accrued interest, together with a prepayment penalty of $3,477. Anvil Financial Management, LLC Convertible Note dated January 1, 2021 On January 1, 2021 Company issued a 8% convertible note in the principal amount of $9,200 to Anvil Financial Management, LLC with a maturity date of July 1, 2021 in payment of introducing financing to the Company. The Note was recorded as a discount to be amortized over the debt term. The Note is convertible into common stock, subject to Rule 144, at any time after the issue date. The Conversion Price shall be equal to the lower of: (i) the Fixed Price of $0.10 per share; and (ii) the Variable Conversion Price, being 60% of the average of the two lowest bid closing trading prices for the common stock during the 10 trading day period prior to conversion. The holder does not have the right to convert the note, to the extent that the holder would beneficially own in excess of 9.99% of our outstanding common stock. As additional compensation, Anvil was issued a 5 year warrant to purchase 92,000 of the Companys common stock at a price of $0.25 per share. In accordance with Black Scholes valuation requirements, this Purchase Warrant has a fair value of $2,015, but the relative fair value was recorded as a discount as discussed below. At March 31, 2022 and December 31, 2021 the outstanding balance on the note was $9,200 principal, and accrued interest was $917 and $ 736, respectively. Trillium Partners LP Convertible Note dated January 22, 2021 On January 22, 2021, the Company issued a 8% convertible note in the principal amount of $27,500 to Trillium Partners LP with a maturity date of January 22, 2022 and received cash of $25,000 (net of $2,500 expense deducted for the noteholders legal fees). The Note is convertible into common stock, subject to Rule 144, at any time after the issue date. The Conversion Price shall be equal to the lower of: (i) the Fixed Price of $0.001 per share; and (ii) the Variable Conversion Price, being 50% of the lowest trading price for the common stock during the 30 trading day period prior to conversion. The holder does not have the right to convert the note, to the extent that the holder would beneficially own in excess of 4.99% of our outstanding common stock. The note defines several events that constitute default including failure to pay principal and interest by the maturity date and failure to comply with the exchange act. In the event of default, the amount of principal and interest not paid when due bear default interest at the rate of 18% per annum and the note becomes immediately due and payable. On August 16, 2021 Trillium exercised its right of conversion on the $27,500 principal and $1,218 accrued interest, and received a total of 7,557,245 of the Companys common shares at an average of $0.0038 per share, in full settlement of the note. Trillium Partners LP Secured Convertible Note dated March 3, 2021 On March 3, 2021, the Company issued a 10% convertible note in the principal amount of $150,000 to Trillium Partners LP with a maturity date of March 3, 2022 and received cash of $122,500 (net of Original Issue Discount of $15,000 and $12,500 expense deducted for the noteholders legal fees). The $15,000 was recorded as debt discount to be amortized over the debt term. The Note is convertible into common stock, subject to Rule 144, at any time after the issue date. The Conversion Price shall be equal to the Fixed Price of $0.005 per share. The holder does not have the right to convert the note, to the extent that the holder would beneficially own in excess of 4.99% of our outstanding common stock. The note defines several events that constitute default including failure to pay principal and interest by the maturity date and failure to comply with the exchange act. In the event of default, the Conversion Price becomes the lower of $0.005 per share or 50% of the lowest trading price during the trading day immediately preceding the Conversion Date. In addition, in the event of default where the amount of principal and interest is not paid when due shall bear default interest at the rate of 22% per annum until paid. The note, together with accrued interest, may be prepaid prior to maturity at premiums of between 110% and 135%. The Original Issue Discount of $15,000, deducted from note proceeds, is being amortized to interest expense over the 12 month term of the note. The principal amount and interest is defined under the note agreement as being Senior with priority in right of payment over all other indebtedness of the Company outstanding as of March 3, 2021. In addition, the obligations under the note are secured by a first lien and security interest in all of the assets of the Company pursuant to the terms of a Security Agreement. As further inducement for Trillium to agree to the terms of the note, on March 3, 2021 the Company issued a 5 year Common Stock Purchase Warrant to Trillium for 30,000,000 fully paid and nonassessable shares of the Companys common stock at an exercise price of $0.005 per share. In accordance with Black Scholes valuation requirements, this Purchase Warrant has a fair value of $741,000, but the relative fair value was recorded as a debt discount, as discussed below. On September 10, 2021 and September 23, 2021 Trillium exercised its right of conversion on the $150,000 principal and $7,562 accrued interest, and received a total of 31,551,205 of the Companys common shares, at the rate of $0.005 per share in full settlement of the note. JP Carey On March 3, 2021, the Company issued a 10% convertible note in the principal amount of $150,000 to JP Carey Enterprises, Inc. with a maturity date of March 3, 2022 and received cash of $122,500 (net of Original Issue Discount of $15,000 and $12,500 expense deducted for the noteholders legal fees). The Note is convertible into common stock, subject to Rule 144, at any time after the issue date. The Conversion Price shall be equal to the Fixed Price of $0.005 per share. The holder does not have the right to convert the note, to the extent that the holder would beneficially own in excess of 4.99% of our outstanding common stock. The note defines several events that constitute default including failure to pay principal and interest by the maturity date and failure to comply with the exchange act. In the event of default, the Conversion Price becomes the lower of $0.005 per share or 50% of the lowest trading price during the trading day immediately preceding the Conversion Date. In addition, in the event of default where the amount of principal and interest is not paid when due shall bear default interest at the rate of 22% per annum until paid. The note, together with accrued interest, may be prepaid prior to maturity at premiums of between 110% and 135%. The Original Issue Discount of $15,000, deducted from note proceeds, is being amortized to interest expense over the 12 month term of the note. The principal amount and interest is defined under the note agreement as being Senior with priority in right of payment over all other indebtedness of the Company outstanding as of March 3, 2021. In addition, the obligations under the note are secured by a first lien and security interest in all of the assets of the Company pursuant to the terms of a Security Agreement. As further inducement for JP Carey to agree to the terms of the note, on March 3, 2021 the Company issued a 5 year Common Stock Purchase Warrant to JP Carey for 30,000,000 fully paid and nonassessable shares of the Companys common stock at an exercise price of $0.005 per share. In accordance with Black Scholes valuation requirements, this Purchase Warrant has a fair value of $741,000, but the relative fair value was recorded as a debt discount, as discussed below. At December 31, 2021 the outstanding balance on the note was $150,000 principal and $12,452 accrued interest. On February 16, 2022 the Company entered into an Exchange Agreement with JP Carey whereby this Note and all accrued interest, security interest and warrants were fully cancelled and exchanged for 15,000 Series D preferred shares. (See Note 8). FirstFire Global Opportunities Fund LLC note dated March 9, 2021 On March 9, 2021, the Company issued a 10% convertible note in the principal amount of $110,000 to FirstFire Global Opportunities Fund LLC with a maturity date of March 9, 2022 and received cash of $88,500 (net of Original Issue Discount of $10,000, a finders fee of $10,000 to Primary Capital LLC and $1,500 expense deducted for the noteholders legal fees). The Company recorded $20,000 of the fees as discounts and expensed $1,500. The Note is convertible into common stock, subject to Rule 144, at any time after 180 days from the issue date. The Conversion Price shall be equal to the Fixed Price of $0.01 per share. The holder does not have the right to convert the note, to the extent that the holder would beneficially own in excess of 4.99% of our outstanding common stock. The note defines several events that constitute default including failure to pay principal and interest by the maturity date and failure to comply with the exchange act. In the event of default, the Conversion Price becomes $0.005 per share. In addition, in the event of default where the amount of principal and interest is not paid when due shall bear default interest at the rate of 20% per annum until paid. The note, together with accrued interest, may be prepaid prior to maturity at a premium of 115%. As further inducement for FirstFire to agree to the terms of the note, on March 10, 2021 the Company issued 3,500,000 common shares to FirstFire as payment for a commitment fee, which had a fair value of $62,300 at time of issuance, but the relative fair value was recorded as debt discount as discussed below. In addition, on March 9, 2021 the Company issued a 3-year Common Stock Purchase Warrant to FirstFire on 3,500,000 fully paid and nonassessable shares of the Companys common stock at an exercise price of $0.025 per share. In accordance with Black Scholes valuation requirements, this Purchase Warrant has a fair value of $66,500, but the relative fair value was recorded as debt discount as discussed below. On March 11, 2021, in addition to the above mentioned finders fee, Primary Capital LLC was also issued a 3 year Common Stock Purchase Warrant for 1,000,000 fully paid and nonassessable shares of the Companys common stock at an exercise price of $0.01 per share and a 3 year Common Stock Purchase Warrant on 350,000 fully paid and nonassessable shares of the Companys common stock at an exercise price of $0.025 per share. In accordance with Black Scholes valuation requirements, the fair value of these Purchase Warrants was $18,000 and $6,300 respectively, but the relative fair value was recorded as debt discount as discussed below. On September 20, 2021 the Company exercised its right to prepay the note and remitted cash totaling $130,000 to FirstFire, representing the prepayment of $110,000 principal, accrued interest of $5,816 and prepayment penalty of $14,184. As discussed above, the Company determined that the conversion options embedded in certain convertible debt meet the definition of a derivative liability. The Company estimated the fair value of the conversion options at the date of issuance, and at March 31, 2022, using Monte Carlo simulations and the following range of assumptions: Schedule of Fair Value of Assumptions Volatility 163.05% 172.75% Risk Free Rate 0.52% 1.06% Expected Term 0.25 0.54 Warrants Issued Related to Notes The Company recorded a relative fair value of $301,411 for all the warrants issued with Notes or issued as finders fees relating to Notes issued in 2021. The discounts are being amortized over the respective Note terms. Derivative liabilities At March 31, 2022 and December 31, 2012 derivative liabilities are summarized as follows:. Schedule of Activity of Derivative Liabilities Balance , December 31, 2021 $ 123,300 Extinguishment of derivative liability on exchange of convertible note for Series D preferred stock (74,000 ) Change in fair value of remaining derivatives 1,000 Balance, March 31, 2022 $ 50,300 Balance, December 31, 2020 $ 1,320,000 Initial derivative liabilities charged to operations 1,796,835 Initial derivative liabilities recorded as debt discount 74,165 Gain on settlement of derivatives upon conversion (134,802 ) Change in fair value of derivatives (2,932,898 ) Balance, December 31, 2021 $ 123,300 |
SHORT TERM LOANS
SHORT TERM LOANS | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
SHORT TERM LOANS | 6. SHORT TERM LOANS The Company received short term, interest free, loans of $ 10,000 16,000 15,000 20,000 61,000 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 7. COMMITMENTS AND CONTINGENCIES The following summarizes the Companys commitments and contingencies as of March 31, 2022: (i) Employment agreements with related parties. On April 3, 2019, the Company entered into employment agreements with three officers. Pursuant to the agreements, the Company shall pay officers an aggregate annual salary amount of $400,000. Upon a successful launch of the Companys Fan Pass mobile app or website, and the Company achieving various levels of subscribers, the officers are eligible to receive additional bonuses and salary increases. With mutual agreement with the Company, effective August 31, 2020 one of the officers chose early termination of his employment, which reduced the annual commitment for the remaining officers to $300,000. (ii) Lawsuit Contingency-Integrity Media, Inc. Integrity Media, Inc. (Integrity) had previously filed a lawsuit against the Company and the CEO of the Company for $500,000 alleging breach of contract alleging the Company failed to deliver marketable securities in exchange for services. The Company answered the allegations in court and Integrity filed a motion attacking the Companys answers. While the court did not strike those responses, the clerk of the court entered a default judgment against the Company in the amount of $1,192,875 plus 10% interest. On May 8, 2019, the Company received a tentative ruling on the Companys motion to vacate the default judgement whereby the previously entered default judgement was voided and a trial date of August 26, 2019 was set. On September 19, 2019, the Company entered into a Settlement Agreement, as Amended, with Integrity Media settling the civil action known as Integrity Media, Inc. vs. Friendable, Inc. et al., Orange County Case No. 30-2016-00867956-CU-CO-CJC. Pursuant to the Settlement Agreement, the Company agreed to issue to Integrity 750,000 shares of its common stock to be issued in tranches every 30 days or according to the instructions of Integrity, in exchange for 275 of the Companys preferred shares held by Integrity and the cash payment of $30,000 for costs. Robert Rositano, the Companys CEO, has also personally guaranteed the Companys compliance with the terms of the Settlement Agreement. The cash payment is to be made within 6 months of the date of the Settlement Agreement. However, at the date of this filing both the $30,000 cash payment has not been made and the preferred shares have not been returned. Additionally, Integrity will be entitled to additional shares if (i) the price of the Companys common stock is below $1.34 at either the 120 day or 240 day reset dates set forth in the Companys Debt Restructure Agreement as amended entered into with various debt holders on March 26, 2019 effective November 5, 2019. The Company determined that a total of 4,275,000 additional shares would be issuable on the first reset date of March 4, 2020 based on a share price of $0.20 on that date and a total of 7,537,500 additional shares would be issuable on the second reset date of July 2, 2020 based on a share price of $0.08 on that date, for a total of 12,562,500 shares. Integrity will also be entitled to a true-up by the issuance of additional common shares on the issuance date should the share price of the Companys common stock on the issuance date be below $1.00. It was determined by the Company that its liability was $1,005,000 ($750,000 plus a premium of $255,000), in accordance with ASC 480. On August 28, 2020 Integrity requested and was issued 750,000 common shares, which Integrity advised the Company realized $16,625 when sold. Accordingly, at December 31, 2020 the Company reduced its liability payable in common stock from $1,005,000 to $988,375. On October 14, 2020 the Company filed a Declaration with the Santa Clara County Courts challenging Integritys future ability to convert additional shares based on Stock Market Manipulation designed to harm the Companys share price, valuation and number of shares issuable to Integrity following its sales. Additionally, the Company contended that Integrity disregarded the volume limitation set forth in its settlement for the Companys thinly traded securities and caused a potential third party capital investment of $150,000 to be rescinded. The court agreed with the Companys declaration that Integrity should have filed a motion so the Company would have the opportunity to present all arguments and evidence in opposition to deny Integritys application to enter judgment. On June 29, 2021 Integrity Medias attempt to again obtain a motion for entry and enforcement of the judgement was denied in favor of an entirely separate lawsuit, if any, to be brought to try to resolve any disputes with either the original settlement agreement or with the entry of stipulated judgement itself. The matter therefore continues, unresolved. (iii) Lawsuit Contingency- Infinity Global Consulting Group Inc Infinity Global Consulting Group Inc. had previously filed a default judgement on May 29, 2018 in the 11th Judicial Circuit, Miami-Dade County, Florida court alleging that it was owed a services fee of $97,000, plus an entitlement to a warrant to purchase 5 million of the Companys common shares at $0.03 per share. The Company believes that this claim is without merit since service on the Company was defective and the Company never received an actual notice of the lawsuit. Accordingly, on November 16, 2020 the Company filed a motion to set aside the default judgement. At the date of this filing, the motion still awaits a hearing. An accrued expense of $97,000 at March 31, 2022 and at December 31, 2021 has been established. (iv) Claim asserted by StockVest On March 11, 2021 the Company received claims asserted by StockVest for (a) the issuance of 1,054,820 common shares (market value of approximately $19,000) representing anti-dilution stock as additional compensation for services provided to the Company pursuant to a certain Consulting, Public Relations and Marketing Letter Agreement dated July 6, 2017, and (b) because said additional stock had not been issued by the Company, StockVest asserted an additional claim for liquidated damages of $155,000. The Company believes that these asserted claims are without merit. Accordingly, no accrued expense at either March 31, 2022 or December 31, 2021 has been established for these claims. COVID-19 Disclosure The coronavirus pandemic has at times adversely affected the Companys business and is expected to continue to adversely affect certain aspects of our merchandise offerings and custom artist collections of merchandise specifically. This impact on our operations, supply chains and distribution systems may also impair our ability to raise capital. There is uncertainty around the duration and breadth of the COVID-19 pandemic and, as a result, uncertainty on the ultimate impact on our business. Such impact on the Companys financial condition and operating results cannot be reasonably estimated at this time, since the extent of such impact is dependent on future developments, which are highly uncertain and cannot be predicted |
PREFERRED AND COMMON STOCK
PREFERRED AND COMMON STOCK | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
PREFERRED AND COMMON STOCK | 8. PREFERRED AND COMMON STOCK Series A: The Series A Preferred Stock was authorized in 2014 and is convertible into nine (9) times the number of common stock outstanding at time of conversion until the closing of a Qualified Financing (Through June 30, 2021 Qualified Financing was defined as the sale and issuance of the Companys equity securities that results in gross proceeds in excess of $2,500,000. Effective July 1, 2021 this was amended so that Qualified Financing is now defined as the sale and issuance of the Companys equity securities that results in gross proceeds in excess of $10,000,000.). The number of shares of common stock issued on conversion of Series A preferred stock is based on the ratio of the number of shares of Series A preferred stock converted to the total number of shares of preferred stock outstanding at the date of conversion multiplied by nine (9) times the number of common stock outstanding at the date of conversion. After the qualified financing the conversion shares issuable shall be the original issue price of the Series A preferred stock divided by $0.002. The holders of Series A Preferred stock are entitled to receive non-cumulative dividends when and if declared at a rate of 6% per year. On all matters presented to the stockholders for action the holders of Series A Preferred stock shall be entitled to cast votes equal to the number of shares the holder would be entitled to if the Series A Preferred stock were converted at the date of record. During the year ended December 31, 2019, 588 shares of Series A preferred stock were converted to common stock by two related parties who donated them to the Diocese of Monterey. In addition, 890 Series A shares were converted into 2,018,746 common shares by parties related to the two directors. The 2,018,746 common shares were issuable as of December 31, 2019 and were subsequently issued during the six months ended June 30, 2020. During the six months ended June 30, 2020 two directors converted 3 shares of Series A Preferred Stock into 54,076 shares of common stock. On June 3, 2020 the Company and Eclectic Artists LLC (E Artists) entered into a Partner Agreement and Stock Subscription Agreement, pursuant to which E Artists will engage musical artists and other talent to engage on the Companys FanPass platform, providing live streaming events available through the FanPass mobile application for a term of 18 months. As compensation for bringing the artists to the FanPass platform, E Artists will receive 5% of net revenue attributable to the Fan Pass platform, initially for a period of 18 months. In addition, E Artists will receive Series A preferred stock such that when converted would be equal to 5% of the outstanding common stock. The number of Series A preferred shares was calculated at 118 shares valued at $135,617 based on the quoted trading price of the Companys common stock of $0.0605 on the agreement date and 2,241,596 equivalent common shares. The Company recorded a prepaid expense of $135,617 and has amortized a total of $97,010 as sales and marketing expense for the period through June 30, 2021, which includes amortization of $44,793 for the six months ended June 30, 2021 (2020 $6,682). Concurrent with the issuance of the Series A Shares to E Artists, Robert Rositano, Jr., the Companys CEO and Dean Rositano, the Companys president, returned an aggregate of 118 Series A Preferred shares to the Companys treasury. On May 6, 2021 50 Series A Preferred shares held by a third party were converted to 2,555,738 common shares. After this conversion the total issued and outstanding Series A Preferred shares were reduced to 19,736. On September 2, 2021 52 Series A Preferred shares held by a third party were converted to 4,928,511 common shares. After this conversion the total issued and outstanding Series A Preferred shares were further reduced to 19,684. On October 11, 2021 50 Series A Preferred shares held by a third party were converted to 7,519,927 common shares. After this conversion the total issued and outstanding Series A Preferred shares were further reduced to 19,634. Series B On August 8, 2019 the Company filed a Designation of Series B convertible Preferred Stock with the state of Nevada, designating 1,000,000 shares of the Series B Preferred Stock with a stated value of $1.00 per share. A holder of Series B Preferred Stock has the right to convert their Series B Preferred Stock into fully paid and non-assessable shares of Common Stock. Initially, the conversion price for the Series B Preferred Stock is $0.25 per share, subject to standard anti-dilution adjustments. Additionally, each share of Series B Preferred Stock shall be entitled to, as a dividend, a pro rata portion of an amount equal to 10% (Ten Percent) of the Net Revenues (Net Revenues being Gross Sales minus Cost of Goods Sold as defined in the agreements) derived from the subscriptions and other sales, but excluding and net of Vimeo fees, processing fees and up sells, generated by Fan Pass Inc., the wholly-owned subsidiary of the Corporation. The Series B Dividend shall be calculated and paid on a monthly basis in arrears starting on the day 30 days following the first day of the month following the initial issuance of the Series B Preferred and continuing for a period of 60 (Sixty) months. The holders of Series B Preferred stock shall have no voting rights. The holders of Series B Preferred stock shall not be entitled to receive any dividends. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company or deemed liquidation event, the holders of shares of Series B Preferred Stock shall be entitled to be paid the liquidation amount, as defined out of the assets of the Company available for distribution to its shareholders, after distributions to holders of the Series A Preferred Stock and before distributions to holders of Common Stock. Each Series B Preferred share is convertible into 4 shares of common stock valued at $0.25. Series C On November 25, 2019 the Company filed a Designation of Series C convertible Preferred Stock with the state of Nevada, designating 1,000,000 shares of the Series C Preferred Stock with a stated value of $1.00 per share. The Series C Preferred Stock will, with respect to dividend rights and rights upon liquidation, winding-up or dissolution, rank: (a) senior with respect to dividends with the Companys common stock, par value $0.0001 per share (Common Stock) the Series C Preferred Stock will convert into common stock immediately upon liquidation and be pari passu with the common stock in the event of litigation), and (b) junior with respect to dividends and right of liquidation to all existing and future indebtedness of the Company. The Series C Preferred Stock does not have any voting rights. Each share of Series C Preferred Stock will carry an annual dividend in the amount of eight percent (8%) of the Stated Value of $1.00 (the Divided Rate), which shall be cumulative and compounded daily, payable solely upon redemption, liquidation or conversion and increase to 22% upon an event of default as defined. In the event of any default other than the Companys failure to issue shares upon conversion, the stated price will be $1.50. In the event that a default event occurs where the Company fails to issue shares upon conversion, the stated price will be $2.00. The holder shall have the right six months following the issuance date, to convert all or any part of the outstanding Series C Preferred Stock into shares of common stock of the Company. The conversion price shall equal the Variable Conversion Price. The Variable Conversion Price shall mean 71% multiplied by the market price, representing a discount rate of 29%. Market price means the average of the two lowest trading prices for the Companys common stock during the twenty trading day period ending on the latest complete trading day prior to the conversion date. Upon any liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, or upon any deemed liquidation event, after payment or provision for payment of debts and other liabilities of the Company, and after payment or provision for any liquidation preference payable to the holders of any Preferred Stock ranking senior upon liquidation to the Series C Preferred Stock, if any, but prior to any distribution or payment made to the holders of Common Stock or the holders of any Preferred Stock ranking junior upon liquidation to the Series C Preferred Stock by reason of their ownership thereof, the Holders will be entitled to be paid out of the assets of the Company available for distribution to its stockholders. The Company will have the right, at the Companys option, to redeem all or any portion of the shares of Series C Preferred Stock, exercisable on not more than three trading days prior written notice to the Holders, in full, in accordance with Section 6 of the designations at a premium of up to 35% for up to six months. Companys mandatory redemption: On the earlier to occur of (i) the date which is twenty-four (24) months following the Issuance Date and (ii) the occurrence of an Event of Default (the Mandatory Redemption Date), the Company shall redeem all of the shares of Series C Preferred Stock of the Holders (which have not been previously redeemed or converted). Due to the mandatory redemption feature, Series C convertible preferred shares are reflected as a current liability. Furthermore, because these shares are convertible at 71% of the common shares market price around the time of the conversion date, they are treated as a stock settled debt under ASC 480 with a premium recorded and charged to interest expense for each issuance. In addition, the Company records a cumulative dividend to the mandatorily redeemable Series C preferred liability with a charge to interest expense since this liability must be reflected at redemption value. As of June 30, 2020, the Company has revalued the shares and premiums at the stated value of $1.50 per share in accordance with the events discussed below. On May 29, 2020 the Company defaulted on the shares by being late with the filing of the Form 10-K, thereby increasing the dividend rate to 22% and the stated value to $1.50 per share. During the three months ended March 31, 2021 a holder of the Series C converted 23,500 Series C shares to 5,500,894 common shares for a redemption value of $50,589 including accrued dividends, plus premium, recorded into equity. In addition, during the three months ended March 31, 2021 a total of 296,450 shares of Series C convertible preferred stock were issued to two investors under preferred stock purchase agreements, at a price of approximately $0.91 per share, for a total of $269,350 cash and premiums totaling $121,084 were recorded during this period with respect to these issuances. At March 31, 2021 the remaining liability totals $634,143 represented by a remaining balance of $446,050 in redeemable Series C stock, together with the related premium of $181,385 and accrued dividends of $6,708. During the three months ended June 30, 2021 the Company elected to redeem and cancelled 36,300 Series C shares through the payment of $50,938, which represented 135% of the outstanding principal of $36,300 and accrued dividend of $1,432. A holder of the Series C converted 84,700 Series C shares to 11,496,360 common shares for a redemption value of $137,553 including accrued dividends, plus premium, recorded into equity. In addition, during the three months ended June 30, 2021 a total of 92,125 shares of Series C convertible preferred stock were issued to an investors under preferred stock purchase agreements, at a price of approximately $0.91 per share, for a total of $83,750 cash and premiums totaling $37,629 were recorded during this period with respect to these issuances. At June 30, 2021 the remaining liability totals $597,490 represented by a remaining balance of $417,175 in redeemable Series C stock, together with the related premium of $169,550 and accrued dividends of $10,765. During the three months ended September 30, 2021 the Company elected to redeem and cancelled 58,850 Series C shares through the payment of $82,408, which represented 135% of the outstanding principal of $58,850 and accrued dividend of $2,192. A holder of the Series C converted 95,700 Series C shares to 17,799,687 common shares for a redemption value of $162,654 including accrued dividends, plus premium, recorded into equity. In addition, during the three months ended September 30, 2021 a total of 178,750 shares of Series C convertible preferred stock were issued to an investor under preferred stock purchase agreements, at a price of approximately $0.91 per share, for a total of $162,500 cash and premiums totaling $73,011 were recorded during this period with respect to these issuances. During the three months ended December 31, 2021 86,625 shares of Series C convertible preferred stock were issued to an investor under a preferred stock purchase agreement, at a price of approximately $0.91 per share. Cash of $78,750, a discount of $7,875 and a premium expense of $35,382 were recorded during this period with respect to this issuance. A holder of the Series C converted 62,625 Series C shares to 21,248,239 common shares for a redemption value of $90,709 including accrued dividends, plus premium, recorded into equity. During the three months ended March 31, 2022 59,125 shares of Series C convertible preferred stock were issued to an investor under a preferred stock purchase agreement, at a price of approximately $0.91 per share. Cash of $53,750, a discount of $5,375 and a premium expense of $24,150 were recorded during this period with respect to this issuance. A holder of the Series C converted a total of 208,250 Series C shares to 207,382,158 common shares for a redemption value of $301,640 including accrued dividends, plus premium, recorded into equity At March 31, 2022 the remaining liability totals $463,284 represented by a remaining balance of $316,250 in redeemable Series C stock, together with the related premium of $128,328 and accrued dividends of $18,706. Series D In conjunction with the Companys intention to raise future financing of up to $5 million through an offering of up to 500,000 Series D convertible Preferred Stock at the offering price of $10.00 per share, on March 29, 2021 the Company received a Notice of Qualification from the Securities and Exchange Commission indicating approval from the Company to proceed with the offering pursuant to Tier 2 of Regulation A of the Securities Act, which provides exemption from registration of such securities. On April 5, 2021 the Company filed the necessary Certificate of Designation with the state of Nevada to designate 500,000 shares of Series D Preferred stock from the Companys total authorized and unissued Preferred Stock. Each Series D preferred share is convertible, at the option of the holder, at any time, into nonassessable common shares (a) at 80% of the average closing price reported on OTC Markets for the 20 trading days preceding conversion through June 30, 2021, (b) as amended, at 80% of the average closing price reported on OTC Markets for the 10 trading days preceding conversion effective July 1, 2021,and (c) as amended as amended, at 50% of the lowest closing price reported on OTC Markets for the 10 trading days preceding conversion effective March 3, 2022 During the three months ended June 30, 2021 the Company received a total of $850,000 from the sale of 85,000 Series D Convertible Preferred Stock, and incurred offering costs of $31,309. In addition, during that period 44,970 Series D Preferred shares were subsequently converted to 31,029,932 common shares at an average conversion rate of $0.01449 per common share, resulting in a remaining balance at June 30, 2021 of 40,030 Series D Preferred. During the three months ended September 30, 2021 the Company received a total of $760,000 from the sale of 76,000 Series D Convertible Preferred Stock. In addition, during that period 75,506 Series D Preferred shares were subsequently converted to 114,102,488 common shares at an average conversion rate of $0.00662 per common share, resulting in a remaining balance at September 30, 2021 of 40,524 Series D Preferred. During the three months ended December 31, 2021 the Company received a total of $250,000 from the sale of 25,000 Series D Convertible Preferred Stock. In addition, during that period 13,892 Series D Preferred shares were subsequently converted to 26,574,626 common shares at an average conversion rate of $0.00523 per common share, resulting in a remaining balance at December 31, 2021 of 51,632 Series D Preferred. During the three months ended March 31, 2022 the Company received a total of $246,200 from the sale of 24,620 Series D Convertible Preferred Stock. In addition, during that period the Company issued 15,000 Series D Convertible Preferred Stock to a holder of a convertible note with principal outstanding of $150,000 in exchange for the cancellation of that note and accrued note interest. The Company recognized a gain on this exchange equal to $81,707, which consists of the settlement of accrued interest of $14,384 and settlement of the derivative liability of $74,000, offset by interest expense of $6,667 incurred in 2022 up to the exchange date of February 16, 2022. Further, during that period 41,626 Series D Preferred shares were subsequently converted to 517,006,635 common shares at an average conversion rate of $0.000805 per common share, resulting in a remaining balance at March 31, 2022 of 49,626 Series D Preferred. COMMON STOCK: Effective July 1, 2021 the Company increased its authorized common shares from 1 billion ( 1,000,000,000 2,000,000,000 0.0001 2,000,000,000 3,000,000,000 0.0001 3,000,000,000 5,000,000,000 0.0001 During the year ended December 31, 2021, the Company: Issued 73,885,399 shares of common stock to convertible note holders for the conversion of an aggregate of $718,954 of the notes and accrued interest at an average price of approximately $0.0097 per share. Granted 3,500,000 shares of common stock to a noteholder as a commitment fee valued at its relative fair value of $11,924. Issued a total of 97,222,628 common shares to the holders of convertible debentures, which were recorded as reclassifications from issuable to issued common shares. Issued 7,290,359 common shares to a convertible debenture holder in excess of their entitlement valued at $91,129, which will be offset against a separate convertible note also issued to that holder. Issued a total of 56,045,180 common shares on conversion of 314,575 Preferred Series C shares, accrued dividend of $12,093 plus a premium of $114,839, for an aggregate of $441,507 at an average price of approximately $0.0079 per share. Settled the common stock subscription receivable of $4,500 against the amount payable in accrued salaries to current directors and officers of the Company. Issued 15,004,178 common shares upon conversion of 152 Series A preferred stock Issued 171,707,042 common shares upon conversion of 134,368 Series D preferred stock. Issued 2,000,000 common shares in payment of services valued at a total of $17,400 based on the quoted trade price of $0.0087 on the grant date. Recorded the issuance of 20,000 common shares not previously recognized During the three months ended March 31, 2022, the Company: Issued 176,986,025 common shares, valued at $ 637,150, to certain third parties as initial consideration to acquire the underlying Artist Republik business and related technology, trademarks and customer lists from Artist Republik, Inc. Issued 207,382,158 common shares on conversion of 208,259 Series C preferred stock plus accrued dividends, valued $301,640. Issued 517,006,635 shares of common stock on conversion of 41,626 Series D preferred stock at a conversion value of $416,260. Issued 50,000,000 shares of common stock on the cashless exercise of 100,000,000 warrants related to a convertible note, which had a Black Scholes valuation of $332,999 recorded as a deemed dividend. |
SHARE PURCHASE WARRANTS
SHARE PURCHASE WARRANTS | 3 Months Ended |
Mar. 31, 2022 | |
Share Purchase Warrants | |
SHARE PURCHASE WARRANTS | 9. SHARE PURCHASE WARRANTS Activity in the three month ended March 31, 2022 is as follows: Schedule of Warrant Activity Common stock warrants Number of Weighted Average Weighted Average Warrants Exercise Price $ Remaining Life (Years) Balance outstanding, December 31, 2021 66,817,000 0.0067 3.74 Granted 1,000,000 0.01 4.93 Cancelled warrants (30,000,000 ) Rachet adjustment 270,000,000 Warrants exercised (100,000,000 ) Balance outstanding, March 31, 2022 207,817,000 Series D warrants Number of Weighted Average Weighted Average Warrants Exercise Price $ Remaining Life (years) Balance outstanding, December 31,2020 - - - Granted 3,500 10.00 4.43 Balance outstanding, December 31,2021 3,500 10.00 4.43 Balance outstanding, March 31, 2022 3,500 10,00 4.13 The Preferred Series D warrants, when exercised at the price of $10.00 per share, as amended, are then convertible to common shares at 50% of the Companys lowest closing stock price over 10 trading days prior to conversion. On January 1, 2021 the Company issued warrants to Anvil Financial Management LLC to purchase up to 92,000 0.25 5 years On March 9, 2021 the Company issued warrants to First Fire Global Opportunities Fund LLC to purchase up to 3,500,000 110,000 0.025 3 years On the initial measurement date, applying the applicable Black Scholes valuation, the relative fair value of the warrants was recorded as a debt discount and an increase to paid-in capital. See Note 5 Warrants issued related to Notes. On March 11, 2021 the Company issued warrants to Robert Nathan/Primary Capital, LLC to purchase up to 1,350,000 On March 3, 2021 the Company issued warrants to JP Carey Enterprises, Inc. to purchase up to 30,000,000 150,000 0.005 5 years On March 3, 2021 the Company issued warrants to Trillium Partners LP to purchase up to 30,000,000 150,000 0.005 5 years On May 6, 2021 the Company issued warrants to Robert Nathan/Primary Capital, LLC to purchase up to 2,500 10.00 5 years 25,000 On August 9, 2021 the Company issued warrants to Robert Nathan/Primary Capital, LLC to purchase up to 1,000 10.00 5 years 10,000 On September 10, 2021 the Company issued warrants to Robert Nathan/Primary Capital, LLC to purchase up to 625,000 10.00 5 years 6,250 On October 7, 2021 and November 1, 2021 the Company issued warrants to Robert Nathan/Primary Capital, LLC to purchase up to 625,000 and 625,000 shares, respectively, of the Companys common stock (the Warrants) in part consideration as a finders fee in connection with the purchase by FirstFire of a total of 25,000 Series D Preferred stock, at an exercise price of $0.01 per share. On the initial measurement date, applying the applicable Black Scholes valuation, the fair value of the warrants was $ 4,288 and $ 2,813 respectively. However, there is no accounting entry since the cost of these warrants was treated as an offering cost against the proceeds of the Series D Preferred stock offering. On January 10, 2022, March 22, 2022 and March 31, 2022 the Company issued warrants to Robert Nathan/Primary Capital, LLC to purchase up to 500,000 250,000 250,000 On March 22, 2022 Trillium Partners LP exercised the full ratchet price protection provisions available under its original March 3, 2021 30 million common stock warrant, such that the warrant escalated to a total of 300 million common shares, of which 150 million common shares could be exercised on a cashless basis. On March 28, 2022 Trillium Partners LP submitted an exercise notice on 100 million of the 300 million reset warrants, and claimed 50 million cashless common shares, which were issued by the Company on March 30, 2022. The Black-Scholes valuation of the difference between the warrant before and after the rachet was $323,999, which was recorded as a deemed dividend. |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 3 Months Ended |
Mar. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
STOCK-BASED COMPENSATION | 10. STOCK-BASED COMPENSATION Schedule of Stock Based Compensation Number of Stock Weighted Average Weighted Average Options $ (Years) Balance outstanding, December 31, 2020 - - - Granted 16,500,000 $ 0.0141 1.65 Balance outstanding, December 31, 2021 16,500,000 $ 0.0141 1.65 Granted 40,000,000 0.0150 2.00 Balance outstanding, March 31, 2022 56,500,000 0.0142 1.84 On November 22, 2011, the Board of Directors of the Company approved a stock option plan (2011 Stock Option Plan), the purpose of which is to enhance the Companys stockholder value and financial performance by attracting, retaining and motivating the Companys officers, directors, key employees, consultants and its affiliates and to encourage stock ownership by such individuals by providing them with a means to acquire a proprietary interest in the Companys success through stock ownership. Under the 2011 Stock Option Plan, officers, directors, employees and consultants who provide services to the Company may be granted options to acquire common shares of the Company. The aggregate number of options authorized by the plan shall not exceed 4,974 There are 7 shares of common stock reserved for issuance under the 2014 Plan. The Board shall have the power and authority to make grants of stock options to employees, directors, consultants and independent contractors who serve the Company and its affiliates. Any stock options granted under the 2014 Plan shall have an exercise price equal to or greater than the fair market value of the Companys shares of common stock. Unless otherwise determined by the Board of Directors, stock options shall vest over a four-year During January, 2021 the Company awarded stock options to its 5 employees totaling 5 million 2 years 10 million 3 years 0.014 1.5 million 3 years 0.015 87,042 On March 3, 2022 the Company granted stock options to 2 music consultants of 20 million 2 years 0.015 2,417 |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | 11. FAIR VALUE MEASUREMENTS ASC 820, Fair Value Measurements and Disclosures, require an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instruments categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value: Level 1 Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. Valuations are based on quoted prices that are readily and regularly available in an active market and do not entail a significant degree of judgment. Level 2 Level 2 applies to assets or liabilities for which there are other than Level 1 observable inputs such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. Level 2 instruments require more management judgment and subjectivity as compared to Level 1 instruments. For instance: determining which instruments are most similar to the instrument being priced requires management to identify a sample of similar securities based on the coupon rates, maturity, issuer, credit rating and instrument type, and subjectively select an individual security or multiple securities that are deemed most similar to the security being priced; and determining whether a market is considered active requires management judgment. Level 3 Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. The determination of fair value for Level 3 instruments requires the most management judgment and subjective. Pursuant to ASC 825, cash is based on Level 1 inputs. The Company believes that the recorded values of accounts receivable and accounts payable approximate their current fair values because of their nature or respective relatively short durations. The fair value of the Companys convertible debentures and promissory note approximates their carrying values as the underlying imputed interest rates approximates the estimated current market rate for similar instruments. As of March 31, 2022 and December 31, 2021 there were derivatives measured at fair value on a recurring basis (see note 5) presented on the Companys balance sheet, as follows: Liabilities at Fair Value: March 31, 2022 Level 1 Level 2 Level 3 Total Embedded conversion options derivative liabilities - - $ 50,300 $ 50,300 December 31, 2021 Level 1 Level 2 Level 3 Total Embedded conversion options derivative liabilities - - $ 123,300 $ 123,300 |
BUSINESS ACQUISITION
BUSINESS ACQUISITION | 3 Months Ended |
Mar. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
BUSINESS ACQUISITION | 12. BUSINESS ACQUISITION On January 5, 2022, the Company completed its acquisition of substantially all of the assets of Artist Republik, Inc. (“Artist Republik”). Artist Republik is a subscription service specifically created for music artists to obtain music distribution on certain digital platforms (such as Spotify and Apple Music) and receipt of royalties from those platforms, together with providing a marketplace to purchase beats, obtain enhanced audio production and purchase access to playlists. Its decentralized platform allows independent music artists from around the world to take control of their own careers through networking, centralized resources, and AI-based management tools. Artist Republik has attracted approximately 100,000 artists to its offerings and has operating revenues from the sales of services. The acquisition substantially adds to the range of music services available and offered to music artists by Fan Pass. At closing, the Company issued 176,986,025 The Company acquired all of Artist Republik’s customer lists, customers, back-end processes, name, trademarks, internet domains and other things necessary to carry on the business of Artist Republik. The Company’s preliminary estimate of the fair value of the purchase consideration was $ 1,047,150 637,150 410,000 Schedule of Assets Acquired Customer Relationships $ 14,001 Cash 9,500 Tradename 32,230 Technology Platform 161,151 Goodwill 830,268 Total Purchase Consideration $ 1,047,150 The qualitative factors that make up the goodwill recognized consist of a work-force in place, and operational processes not recognizable as separate intangible assets. The above allocation is preliminary subject to change based on completion of fair value estimates during the measurement period, which may be up to one year. The following represents unaudited pro-forma revenue and earnings of the consolidated Company as though the business combination had occurred as of the beginning of the earliest reporting period presented. Schedule of Unaudited Pro-Forma Revenue and Earnings Year Ended December 31, 2021 2020 Revenues $ 500,629 $ 451,027 Operating Expenses 4,707,319 2,813,052 Operating Loss (4,206,690 ) (2,362,025 ) Other Expenses, net (73,293 ) (2,344,310 ) Net Loss $ (4,374,832 ) $ (4,706,335 ) Amortizable intangible assets acquired totaling $172,152, consisting of customer relationships $14,001 and technology platform $161,151, are being amortized to operating expense on a straight-line basis over a three year life from date of acquisition. Amortization expense for the three months ended March 31, 2022 totaled $14,596. The tradename has an indefinite life and therefore is not amortized but subject to impairment testing periodically, but at least annually. Goodwill is subject to periodic impairment testing at least annually and is expected to be amortized over 15 years for tax purposes. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 13. SUBSEQUENT EVENTS Subsequent to March 31, 2022 the Company issued a total of 741,170,939 common shares on conversion of 21,500 Series D Preferred Stock, an at average conversion of $0.00029 per share. Subsequent to March 31, 2022 the Company received $151,000 from the sale of 15,100 Series D Convertible Preferred Stock at $10.00 per share. In connection with these sales, the Company paid Primary Capital finders fees totaling $5,000 and issued 5 year Warrants on 500,000 common shares at an exercise price of $0.01 per share. Subsequent to March 31, 2022 the Company received cash of $43,500 from a convertible promissory note with a principal value of $55,000, less OID of $5,000, less legal fees of $4,000 and less a finders fee of $2,500. .The note carries interest at the rate of 12% per annum and has a maturity date of November 30, 2022. The note also carries a right of conversion to the Company common shares at the fixed rate of $0.00025 per share. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The consolidated financial statements include all the accounts of the Company and all of its wholly owned subsidiaries as of March 31, 2022 and as of December 31, 2021. All material intercompany accounts and transactions have been eliminated in the accompanying consolidated financial statements. The Companys fiscal year end is December 31. The accompanying unaudited consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (the “U.S. GAAP”) for interim financial information and include all material adjustments consisting of normal recurring adjustments and non-recurring adjustments which in the opinion of management are necessary for a fair presentation of interim results. Operating results for interim periods are not necessarily indicative of results that may be expected for the fiscal year as a whole. These unaudited consolidated financial statements should be read in conjunction with the summary of significant accounting policies and notes to the consolidated financial statements for the year ended December 31, 2021 of the Company which were included in the Company’s annual report on Form 10-K as filed with the Securities and Exchange Commission. |
Use of Estimates | Use of Estimates The preparation of these statements in accordance with United States generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses in the reporting period. The Company regularly evaluates estimates and assumptions related to fair value valuation of assets acquired and liabilities assumed in business combinations, fair value of consideration issued in business combinations, valuation of intangible assets and goodwill, valuation of convertible debenture conversion options, derivative instruments, deferred income tax asset valuations, financial instrument valuations, share-based payments, other equity-based payments, and loss contingencies. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Companys estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. |
Revenue Recognition | Revenue Recognition In accordance with ASC 606, revenue is recognized when the following criteria have been met; valid contracts are identified with specific customers, performance obligations have been identified, price is determinable, price is allocated to performance obligations, and the Company has satisfied the performance obligations. Revenue generally is recognized net of allowances for returns and any taxes collected from customers and subsequently remitted to governmental authorities. During the three months ended March 31, 2022 the Company derived its revenue from monthly subscription fees and merchandising sales from its Fan Pass app, which revenues were recognized when performance obligations were met; and from annual subscriptions and music services provided through Artist Republik, which revenues were recognized proportionately for annual subscriptions, and when performance obligations were met for music services.. At March 31, 2022 the Company recorded deferred income of $ 1,785 . Subsequent to the launch of the Fan Pass app in July, 2020 and pursuant to various agreements between Fan Pass, Inc. and music artists, managers, talent agencies, partners and/or record labels and certain round one investors and convertible noteholders (collectively, “Revenue Share Participants”) such individuals and/or entities are eligible to receive a share of net proceeds derived by the Company from subscription receipts from the Fan Pass app and from merchandise sales. The Company has established an “Artist Pool” equal to 40% of net Fan Pass “Fan Subscriptions” received, in which the “pool” is paid out to individual artists based on fan activity or “Content Views” within an artist’s channel on the Fan Pass app. Additionally, a standard 50% of net merchandise sales (created by Fan Pass for each artist) received or sold by each artist is shared with each artist. In some instances, the Company may adjust the sharing percentage for special situation artists or “Mega Stars” who may command a different merchandise split. Certain investors, along with Series B Preferred stockholders, are entitled to proportionately participate in an “Investor Pool” equal to approximately 4% of net subscription and net merchandising sales receipts. In addition, as compensation for bringing music artists to perform for the initial Fan Pass app launch, Eclectic Artists is eligible receive 5% of Fan Pass net revenue, and the holder of a convertible note is entitled to receive a prorated share of 20% of Fan Pass net revenue up to $70,000 and, thereafter, a prorated share of 5% of Fan Pass net revenue for 5 years. Net revenue is defined as gross receipts, minus source commissions and other cost of goods sold as defined in the agreements, including deduction for the cost of merchandise, hosting, streaming and other platform and processing fees. During the three months ended March 31, 2022 and March 31, 2021 the Company incurred a revenue sharing expense relating to Fan Pass of $ 418 861 2,736 The Company’s newly acquired Artist Republik business also provides music artists, who have paid their annual subscription fee, revenue sharing opportunities ranging from 100% of all music royalties received 90% of Featured X revenues and a blended average of 17.5% of all other types of music revenues received. During the three months ended March 31, 2022 the Company incurred a revenue sharing expense on its Artist Republik business segment of $48,624 (on revenues of $64,040) or an average share rate of approximately 76%, which is included in “revenue shares” expense in the consolidated statement of operations., At March 31, 2022 the Company had a revenue share liability relating to Artist Republik of $ 32,496 |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid instruments purchased with a maturity of three months or less to be cash equivalents. |
Advertising, Promotion and Marketing Costs | Advertising, Promotion and Marketing Costs The Companys policy regarding advertising, promotion and marketing costs is to expense such costs when incurred. During the three months ended March 31, 2022, the Company incurred $ 134,854 55,633 |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company continually monitors events and changes in circumstances that could indicate carrying amounts of long-lived assets may not be recoverable. When such events or changes in circumstances are present, the Company assesses the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future cash flows is less than the carrying amount of those assets, the Company recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell. |
Derivative liabilities | Derivative liabilities The Company has a financial instrument associated with a debt restructuring agreement and conversion options embedded in convertible debt. The Company evaluates all its financial instruments to determine if those contracts or any potential embedded components of those contracts qualify as derivatives to be separately accounted for in accordance with ASC 815-10 – Derivative and Hedging – Contract in Entitys Own Equity In July 2017, FASB issued ASU No. 2017-11, Earnings Per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815): (Part I) Accounting for Certain Financial Instruments with Down Round Features. These amendments simplify the accounting for certain financial instruments with down-round features. The amendments require companies to disregard the down-round feature when assessing whether the instrument is indexed to its own stock, for purposes of determining liability or equity classification. The guidance was adopted as of January 1, 2019 and the adoption did not have any impact on its consolidated financial statement and there was no cumulative effect adjustment. |
Stock-based Compensation | Stock-based Compensation The Company records stock-based compensation in accordance with ASC 718, Compensation – Stock Based Compensation. ASC 718 requires companies to estimate the fair value of share-based awards on the date of grant using an option-pricing model. The Company uses the Black-Scholes option pricing model as its method in determining fair value. This model is affected by the Companys stock price as well as assumptions regarding a number of subjective variables. These subjective variables include but are not limited to the Companys expected stock price volatility over the terms of the awards, and actual and projected employee stock option exercise behaviors. The value of the portion of the award that is ultimately expected to vest is recognized as an expense in the statement of operations over the requisite service period. All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. |
Accounts Receivable and Allowance for Doubtful Accounts | Accounts Receivable and Allowance for Doubtful Accounts The Company monitors its outstanding receivables for timely payments and potential collection issues. At March 31, 2022 and December 31, 2021, the Company had no accounts receivable and therefore did not have any allowance for doubtful accounts. |
Financial Instruments | Financial Instruments Financial assets and financial liabilities are recognized in the balance sheet when the Company has become party to the contractual provisions of the instruments. The Companys financial instruments consist of accounts receivable, accounts payable, convertible debentures, stock settled debt, derivatives, mandatorily redeemable Series C Preferred stock and promissory notes. The fair values of these financial instruments approximate their carrying value, due to their short-term nature, and current market rates for similar financial instruments. Fair value of a financial instrument is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Companys financial instruments recorded at fair value in the balance sheets are categorized based upon the level of judgment associated with the inputs used to measure their fair value. |
Basic and Diluted Loss Per Share | Basic and Diluted Loss Per Share The Company computes net loss per share in accordance with ASC 260, Earnings per Share. ASC 260 requires presentation of both basic and diluted earnings per share (EPS) on the face of the statement of operations. Basic EPS is computed by dividing net income (loss) available to common stockholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. As of March 31, 2022, there were approximately 14,968,279,332 Schedule of Antidilutive Securities Potential dilutive shares 334,317,000 Warrants and Stock Options outstanding 151,478,090 Common shares issuable upon conversion of convertible debt 12,924,358,884 Common shares issuable upon conversion of Preferred Series A shares 1,136,000 Common shares issuable upon conversion of Preferred Series B shares 524,189,358 Common shares issuable upon conversion of Preferred Series C shares 1,102,800,000 Common shares issuable upon conversion of Preferred Series D shares 14,968,279,332 As of December 31, 2021, there were approximately 4,978,285,856 Potential dilutive shares 100,464,436 Warrants and Stock Options outstanding 90,152,420 Common shares issuable upon conversion of convertible debt 4,361,985,540 Common shares issuable upon conversion of Preferred Series A shares 1,136,000 Common shares issuable upon conversion of Preferred Series B shares 252,440,793 Common shares issuable upon conversion of Preferred Series C shares 172,106,667 Common shares issuable upon conversion of Preferred Series D shares 4,978,285,856 |
Income Taxes | Income Taxes The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, Income Taxes. The asset and liability method provides that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities and for operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized. |
Reclassifications | Reclassifications Certain amounts in the 2021 statement of operations were reclassified within operating expenses between software development, hosting and support and other software and support fees to conform to the 2022 presentation. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entitys Own Equity (Subtopic 815-40)—Accounting for Convertible Instruments and Contracts in an Entitys Own Equity. The ASU simplifies accounting for convertible instruments by removing major separation models required under current GAAP. Consequently, more convertible debt instruments will be reported as a single liability instrument with no separate accounting for embedded conversion features. The ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, which will permit more equity contracts to qualify for the exception. The ASU also simplifies the diluted net income per share calculation in certain areas. The new guidance is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, and early adoption is permitted for fiscal years beginning after December 15, 2020. The Company is currently evaluating the impact of the adoption of the standard on the consolidated financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of Antidilutive Securities | As of March 31, 2022, there were approximately 14,968,279,332 Schedule of Antidilutive Securities Potential dilutive shares 334,317,000 Warrants and Stock Options outstanding 151,478,090 Common shares issuable upon conversion of convertible debt 12,924,358,884 Common shares issuable upon conversion of Preferred Series A shares 1,136,000 Common shares issuable upon conversion of Preferred Series B shares 524,189,358 Common shares issuable upon conversion of Preferred Series C shares 1,102,800,000 Common shares issuable upon conversion of Preferred Series D shares 14,968,279,332 As of December 31, 2021, there were approximately 4,978,285,856 Potential dilutive shares 100,464,436 Warrants and Stock Options outstanding 90,152,420 Common shares issuable upon conversion of convertible debt 4,361,985,540 Common shares issuable upon conversion of Preferred Series A shares 1,136,000 Common shares issuable upon conversion of Preferred Series B shares 252,440,793 Common shares issuable upon conversion of Preferred Series C shares 172,106,667 Common shares issuable upon conversion of Preferred Series D shares 4,978,285,856 |
[custom:DisclosureSummaryOfSignificantAccountingPoliciesDetailsAbstract] | 334,317,000 Warrants and Stock Options outstanding 151,478,090 Common shares issuable upon conversion of convertible debt 12,924,358,884 Common shares issuable upon conversion of Preferred Series A shares 1,136,000 Common shares issuable upon conversion of Preferred Series B shares 524,189,358 Common shares issuable upon conversion of Preferred Series C shares 1,102,800,000 Common shares issuable upon conversion of Preferred Series D shares 14,968,279,332 As of December 31, 2021, there were approximately 4,978,285,856 Potential dilutive shares 100,464,436 Warrants and Stock Options outstanding 90,152,420 Common shares issuable upon conversion of convertible debt 4,361,985,540 Common shares issuable upon conversion of Preferred Series A shares 1,136,000 Common shares issuable upon conversion of Preferred Series B shares 252,440,793 Common shares issuable upon conversion of Preferred Series C shares 172,106,667 Common shares issuable upon conversion of Preferred Series D shares 4,978,285,856 |
CONVERTIBLE PROMISSORY NOTES (T
CONVERTIBLE PROMISSORY NOTES (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Convertible Promissory Notes | The following is a summary of Convertible Promissory Notes at March 31, 2022: Schedule of Convertible Promissory Notes Issuance Principal Accrued Principal and Date Outstanding Interest Accrued interest J.P. Carey Inc. May 20, 2020 $ 60,000 $ 26,947 $ 86,947 J.P. Carey Inc. June 11, 2020 10,000 - 10,000 Ellis International LP October 13, 2020 100,000 14,656 114,656 Anvil Financial Management LLC January 1, 2021 9,200 917 10,117 Total 179,200 $ 42,520 $ 221,720 Less: J.P. Carey Inc excess debt conversions to be allocated against other outstanding notes (80,129 ) Less: Ellis International LP excess common stock drawdown to be offset against Ellis convertible note (91,130 ) Less: Unamortized discounts - Net carrying value: December 31, 2021 $ 7,941 The following is a summary of Convertible Promissory Notes at December 31, 2021: Issuance Principal Accrued Principal and Date Outstanding Interest Accrued interest J.P.Carey Inc. May 20, 2020 $ 60,000 $ 23,396 $ 83,396 J.P.Carey Inc. June 11, 2020 10,000 - 10,000 J.P.Carey Inc. March 3, 2021 150,000 12,452 162,452 Ellis International LP October 13, 2020 100,000 12,190 112,190 Anvil Financial Management LLC January 1, 2021 9,200 736 9,936 Total 329,200 $ 48,774 $ 377,974 Less: J.P.Carey Inc excess debt conversions to be allocated against other outstanding notes (80,129 ) Less: Ellis International LP excess common stock drawdown to be offset against Ellis convertible note (91,130 ) Less: Unamortized discounts (25,993 ) Net carrying value: December 31, 2021 $ 131,948 |
[custom:DisclosureConvertiblePromissoryNotesDetailsAbstract] | Issuance Principal Accrued Principal and Date Outstanding Interest Accrued interest J.P. Carey Inc. May 20, 2020 $ 60,000 $ 26,947 $ 86,947 J.P. Carey Inc. June 11, 2020 10,000 - 10,000 Ellis International LP October 13, 2020 100,000 14,656 114,656 Anvil Financial Management LLC January 1, 2021 9,200 917 10,117 Total 179,200 $ 42,520 $ 221,720 Less: J.P. Carey Inc excess debt conversions to be allocated against other outstanding notes (80,129 ) Less: Ellis International LP excess common stock drawdown to be offset against Ellis convertible note (91,130 ) Less: Unamortized discounts - Net carrying value: December 31, 2021 $ 7,941 The following is a summary of Convertible Promissory Notes at December 31, 2021: Issuance Principal Accrued Principal and Date Outstanding Interest Accrued interest J.P.Carey Inc. May 20, 2020 $ 60,000 $ 23,396 $ 83,396 J.P.Carey Inc. June 11, 2020 10,000 - 10,000 J.P.Carey Inc. March 3, 2021 150,000 12,452 162,452 Ellis International LP October 13, 2020 100,000 12,190 112,190 Anvil Financial Management LLC January 1, 2021 9,200 736 9,936 Total 329,200 $ 48,774 $ 377,974 Less: J.P.Carey Inc excess debt conversions to be allocated against other outstanding notes (80,129 ) Less: Ellis International LP excess common stock drawdown to be offset against Ellis convertible note (91,130 ) Less: Unamortized discounts (25,993 ) Net carrying value: December 31, 2021 $ 131,948 |
Schedule of Fair Value of Assumptions | As discussed above, the Company determined that the conversion options embedded in certain convertible debt meet the definition of a derivative liability. The Company estimated the fair value of the conversion options at the date of issuance, and at March 31, 2022, using Monte Carlo simulations and the following range of assumptions: Schedule of Fair Value of Assumptions Volatility 163.05% 172.75% Risk Free Rate 0.52% 1.06% Expected Term 0.25 0.54 |
Schedule of Activity of Derivative Liabilities | At March 31, 2022 and December 31, 2012 derivative liabilities are summarized as follows:. Schedule of Activity of Derivative Liabilities |
CONVERTIBLE PROMISSORY NOTES (Details 3) | Balance , December 31, 2021 $ 123,300 Extinguishment of derivative liability on exchange of convertible note for Series D preferred stock (74,000 ) Change in fair value of remaining derivatives 1,000 Balance, March 31, 2022 $ 50,300 Balance, December 31, 2020 $ 1,320,000 Initial derivative liabilities charged to operations 1,796,835 Initial derivative liabilities recorded as debt discount 74,165 Gain on settlement of derivatives upon conversion (134,802 ) Change in fair value of derivatives (2,932,898 ) Balance, December 31, 2021 $ 123,300 |
SHARE PURCHASE WARRANTS (Tables
SHARE PURCHASE WARRANTS (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Share Purchase Warrants | |
Schedule of Warrant Activity | Activity in the three month ended March 31, 2022 is as follows: Schedule of Warrant Activity Common stock warrants Number of Weighted Average Weighted Average Warrants Exercise Price $ Remaining Life (Years) Balance outstanding, December 31, 2021 66,817,000 0.0067 3.74 Granted 1,000,000 0.01 4.93 Cancelled warrants (30,000,000 ) Rachet adjustment 270,000,000 Warrants exercised (100,000,000 ) Balance outstanding, March 31, 2022 207,817,000 Series D warrants Number of Weighted Average Weighted Average Warrants Exercise Price $ Remaining Life (years) Balance outstanding, December 31,2020 - - - Granted 3,500 10.00 4.43 Balance outstanding, December 31,2021 3,500 10.00 4.43 Balance outstanding, March 31, 2022 3,500 10,00 4.13 |
[custom:DisclosureSharePurchaseWarrantsDetailsAbstract] | Number of Weighted Average Weighted Average Warrants Exercise Price $ Remaining Life (Years) Balance outstanding, December 31, 2021 66,817,000 0.0067 3.74 Granted 1,000,000 0.01 4.93 Cancelled warrants (30,000,000 ) Rachet adjustment 270,000,000 Warrants exercised (100,000,000 ) Balance outstanding, March 31, 2022 207,817,000 Series D warrants Number of Weighted Average Weighted Average Warrants Exercise Price $ Remaining Life (years) Balance outstanding, December 31,2020 - - - Granted 3,500 10.00 4.43 Balance outstanding, December 31,2021 3,500 10.00 4.43 Balance outstanding, March 31, 2022 3,500 10,00 4.13 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Stock Based Compensation | Schedule of Stock Based Compensation Number of Stock Weighted Average Weighted Average Options $ (Years) Balance outstanding, December 31, 2020 - - - Granted 16,500,000 $ 0.0141 1.65 Balance outstanding, December 31, 2021 16,500,000 $ 0.0141 1.65 Granted 40,000,000 0.0150 2.00 Balance outstanding, March 31, 2022 56,500,000 0.0142 1.84 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Liabilities at Fair Value: | As of March 31, 2022 and December 31, 2021 there were derivatives measured at fair value on a recurring basis (see note 5) presented on the Companys balance sheet, as follows: Liabilities at Fair Value: March 31, 2022 Level 1 Level 2 Level 3 Total Embedded conversion options derivative liabilities - - $ 50,300 $ 50,300 December 31, 2021 Level 1 Level 2 Level 3 Total Embedded conversion options derivative liabilities - - $ 123,300 $ 123,300 |
[custom:DisclosureFairValueMeasurementsDetailsAbstract] | Level 1 Level 2 Level 3 Total Embedded conversion options derivative liabilities - - $ 50,300 $ 50,300 December 31, 2021 Level 1 Level 2 Level 3 Total Embedded conversion options derivative liabilities - - $ 123,300 $ 123,300 |
BUSINESS ACQUISITION (Tables)
BUSINESS ACQUISITION (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Assets Acquired | Schedule of Assets Acquired |
BUSINESS ACQUISITION | Customer Relationships $ 14,001 Cash 9,500 Tradename 32,230 Technology Platform 161,151 Goodwill 830,268 Total Purchase Consideration $ 1,047,150 |
Schedule of Unaudited Pro-Forma Revenue and Earnings | The following represents unaudited pro-forma revenue and earnings of the consolidated Company as though the business combination had occurred as of the beginning of the earliest reporting period presented. Schedule of Unaudited Pro-Forma Revenue and Earnings |
BUSINESS ACQUISITION (Details 2) | Year Ended December 31, 2021 2020 Revenues $ 500,629 $ 451,027 Operating Expenses 4,707,319 2,813,052 Operating Loss (4,206,690 ) (2,362,025 ) Other Expenses, net (73,293 ) (2,344,310 ) Net Loss $ (4,374,832 ) $ (4,706,335 ) |
NATURE OF BUSINESS AND GOING _2
NATURE OF BUSINESS AND GOING CONCERN (Details Narrative) - USD ($) | 3 Months Ended | |||||||||
Mar. 31, 2022 | Mar. 31, 2021 | Apr. 07, 2022 | Apr. 06, 2022 | Mar. 18, 2022 | Mar. 17, 2022 | Dec. 31, 2021 | Jul. 01, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | |
Subsequent Event [Line Items] | ||||||||||
Common Stock, Shares Authorized | 5,000,000,000 | 3,000,000,000 | 2,000,000,000 | 5,000,000,000 | 2,000,000,000 | 1,000,000,000 | ||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Working Capital Deficit | $ 5,135,307 | |||||||||
Retained Earnings (Accumulated Deficit) | 40,506,622 | $ 39,474,426 | ||||||||
Stockholders' Equity Attributable to Parent | 4,112,253 | $ 7,216,163 | $ 4,753,482 | $ 5,288,362 | ||||||
Net Income (Loss) Attributable to Parent | 708,197 | 2,484,956 | ||||||||
Net Cash Provided by (Used in) Operating Activities | $ 474,561 | $ 486,299 | ||||||||
Subsequent Event [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Common Stock, Shares Authorized | 5,000,000,000 | 3,000,000,000 | ||||||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - shares | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 14,968,279,332 | 4,978,285,856 | 4,978,285,856 |
Warrant [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 334,317,000 | 100,464,436 | |
Common Stock Issuable [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 151,478,090 | 90,152,420 | |
Convertible Preferred Stock [Member] | Series A Preferred Stock [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 12,924,358,884 | 4,361,985,540 | |
Convertible Preferred Stock [Member] | Series B Preferred Stock [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 1,136,000 | 1,136,000 | |
Convertible Preferred Stock [Member] | Series C Preferred Stock [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 524,189,358 | 252,440,793 | |
Convertible Preferred Stock [Member] | Series D Preferred Stock [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 1,102,800,000 | 172,106,667 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Product Information [Line Items] | |||
Deferred Income | $ 1,785 | ||
[custom:RevenueShares] | 49,042 | $ 861 | |
Accounts Payable and Accrued Liabilities, Current | 3,113,201 | $ 2,929,215 | |
Marketing and Advertising Expense | $ 134,854 | $ 55,633 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 14,968,279,332 | 4,978,285,856 | 4,978,285,856 |
Subscription and merchandising sales | |||
Product Information [Line Items] | |||
[custom:RevenueShares] | $ 418 | $ 861 | |
Accounts Payable and Accrued Liabilities, Current | 2,736 | ||
Music royalties and services | |||
Product Information [Line Items] | |||
Accounts Payable and Accrued Liabilities, Current | $ 32,496 |
RELATED PARTY TRANSACTIONS AN_2
RELATED PARTY TRANSACTIONS AND BALANCES (Details Narrative) - USD ($) | 3 Months Ended | |||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||
Salary and Wage, Excluding Cost of Good and Service Sold | $ 173,594 | $ 110,489 | ||
Cost of Revenue | 180,000 | 105,000 | ||
Research and Development Expense, Software (Excluding Acquired in Process Cost) | 15,000 | $ 15,000 | ||
Stockholders' Equity Note, Subscriptions Receivable | $ 4,500 | |||
Due to Related Parties, Current | 120,000 | $ 100,000 | ||
Director and Officer [Member] | ||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||
Due to Related Parties, Current | $ 1,288,908 | $ 1,213,908 |
CONVERTIBLE PROMISSORY NOTES (D
CONVERTIBLE PROMISSORY NOTES (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Short-Term Debt [Line Items] | ||
Debt Instrument, Face Amount | $ 179,200 | $ 329,200 |
Interest Payable | 42,520 | 48,774 |
Convertible Promissory Notes Principal and Accured Interest | 221,720 | 377,974 |
Discount on Promissory Notes | (25,993) | |
Convertible Debt, Current | 7,941 | 131,948 |
J P Carey Inc May 202020 [Member] | ||
Short-Term Debt [Line Items] | ||
Debt Instrument, Face Amount | 60,000 | 60,000 |
Interest Payable | 26,947 | 23,396 |
Convertible Promissory Notes Principal and Accured Interest | $ 86,947 | $ 83,396 |
Debt Instrument, Issuance Date | May 20, 2020 | May 20, 2020 |
J P Carey Inc June 112020 [Member] | ||
Short-Term Debt [Line Items] | ||
Debt Instrument, Face Amount | $ 10,000 | $ 10,000 |
Interest Payable | ||
Convertible Promissory Notes Principal and Accured Interest | $ 10,000 | $ 10,000 |
Debt Instrument, Issuance Date | Jun. 11, 2020 | Jun. 11, 2020 |
Ellis International L P October 132020 [Member] | ||
Short-Term Debt [Line Items] | ||
Debt Instrument, Face Amount | $ 100,000 | $ 100,000 |
Interest Payable | 14,656 | 12,190 |
Convertible Promissory Notes Principal and Accured Interest | $ 114,656 | $ 112,190 |
Debt Instrument, Issuance Date | Oct. 13, 2020 | Oct. 13, 2020 |
Anvil Financial Management L L C January 12021 [Member] | ||
Short-Term Debt [Line Items] | ||
Debt Instrument, Face Amount | $ 9,200 | $ 9,200 |
Interest Payable | 917 | 736 |
Convertible Promissory Notes Principal and Accured Interest | $ 10,117 | $ 9,936 |
Debt Instrument, Issuance Date | Jan. 1, 2021 | Jan. 1, 2021 |
J P Carey Inc [Member] | ||
Short-Term Debt [Line Items] | ||
Outstanding Notes | $ (80,129) | $ (80,129) |
Ellis International L P [Member] | ||
Short-Term Debt [Line Items] | ||
Outstanding Notes | $ (91,130) | (91,130) |
J P Carey Inc March 032021 [Member] | ||
Short-Term Debt [Line Items] | ||
Debt Instrument, Face Amount | 150,000 | |
Interest Payable | 12,452 | |
Convertible Promissory Notes Principal and Accured Interest | $ 162,452 | |
Debt Instrument, Issuance Date | Mar. 3, 2021 |
Schedule of Fair Value of Assum
Schedule of Fair Value of Assumptions (Details) - Equity Option [Member] | 3 Months Ended |
Mar. 31, 2022 | |
Minimum [Member] | |
Short-Term Debt [Line Items] | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 163.05% |
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 0.52% |
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Term | 3 months |
Maximum [Member] | |
Short-Term Debt [Line Items] | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 172.75% |
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 1.06% |
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Term | 6 months 14 days |
CONVERTIBLE PROMISSORY NOTES _2
CONVERTIBLE PROMISSORY NOTES (Details 3) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Short-Term Debt [Line Items] | |||
Balance, December 31, 2020 | $ 123,300 | ||
Change in fair value of derivatives | 1,000 | $ (138,000) | |
Balance, December 31, 2021 | 50,300 | $ 123,300 | |
Gain on settlement of derivatives upon conversion | (1,000) | 138,000 | |
Warrant [Member] | |||
Short-Term Debt [Line Items] | |||
Balance, December 31, 2020 | 123,300 | $ 1,320,000 | 1,320,000 |
Extinguishment of derivative liability on exchange of convertible note for Series D preferred stock | (74,000) | ||
Change in fair value of derivatives | 1,000 | (2,932,898) | |
Balance, December 31, 2021 | $ 50,300 | 123,300 | |
Initial derivative liabilities charged to operations | 1,796,835 | ||
Initial derivative liabilities recorded as debt discount | 74,165 | ||
Gain on settlement of derivatives upon conversion | $ (134,802) |
SHORT TERM LOANS (Details Narra
SHORT TERM LOANS (Details Narrative) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 | Sep. 28, 2020 | Sep. 02, 2020 | Aug. 13, 2020 | Jul. 09, 2020 |
Extinguishment of Debt [Line Items] | ||||||
Short-Term Debt | $ 61,000 | $ 61,000 | ||||
Joseph Canouse J P Carey Inc [Member] | ||||||
Extinguishment of Debt [Line Items] | ||||||
Short-Term Debt | $ 20,000 | $ 15,000 | $ 16,000 | $ 10,000 |
PREFERRED AND COMMON STOCK (Det
PREFERRED AND COMMON STOCK (Details Narrative) - $ / shares | Apr. 07, 2022 | Apr. 06, 2022 | Mar. 31, 2022 | Mar. 18, 2022 | Mar. 17, 2022 | Dec. 31, 2021 | Jul. 01, 2021 | Jun. 30, 2021 |
Subsequent Event [Line Items] | ||||||||
Common Stock, Shares Authorized | 5,000,000,000 | 3,000,000,000 | 2,000,000,000 | 5,000,000,000 | 2,000,000,000 | 1,000,000,000 | ||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Subsequent Event [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Common Stock, Shares Authorized | 5,000,000,000 | 3,000,000,000 | ||||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
SHARE PURCHASE WARRANTS (Detail
SHARE PURCHASE WARRANTS (Details) - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Warrant [Member] | ||
Short-Term Debt [Line Items] | ||
Class of Warrant or Right, Outstanding | 66,817,000 | |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.0067 | |
[custom:ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsBeginningWeightedAverageRemainingContractualTerms] | 3 years 8 months 27 days | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Granted | 1,000,000 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 0.01 | |
Share Based Compensation Arrangement by Share Based Payment Award Equity Instruments Other Than Options Granted Weighted Average Remaining Contractual Terms | 4 years 11 months 5 days | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Forfeitures | (30,000,000) | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Other | 270,000,000 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Exercised | (100,000,000) | |
Class of Warrant or Right, Outstanding | 207,817,000 | 66,817,000 |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.0067 | |
Preferred Series D Warrant [Member] | ||
Short-Term Debt [Line Items] | ||
Class of Warrant or Right, Outstanding | 3,500 | |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 10 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Granted | 3,500 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 10 | |
Share Based Compensation Arrangement by Share Based Payment Award Equity Instruments Other Than Options Granted Weighted Average Remaining Contractual Terms | 4 years 5 months 5 days | |
Class of Warrant or Right, Outstanding | 3,500 | 3,500 |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 10 | $ 10 |
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Outstanding, Weighted Average Remaining Contractual Terms | 4 years 1 month 17 days | 4 years 5 months 5 days |
SHARE PURCHASE WARRANTS (Deta_2
SHARE PURCHASE WARRANTS (Details Narrative) - USD ($) | Nov. 01, 2021 | Oct. 07, 2021 | Sep. 10, 2021 | Aug. 09, 2021 | Jun. 06, 2021 | Mar. 31, 2022 | Mar. 22, 2022 | Jan. 10, 2022 | Dec. 31, 2021 | May 06, 2021 | Mar. 11, 2021 | Mar. 09, 2021 | Mar. 03, 2021 | Jan. 02, 2021 |
Debt Instrument, Face Amount | $ 179,200 | $ 329,200 | ||||||||||||
Fair Value Adjustment of Warrants | $ 2,813 | $ 4,288 | $ 6,250 | $ 10,000 | $ 25,000 | |||||||||
Anvil Financial [Member] | ||||||||||||||
Class of Warrant or Right, Outstanding | 92,000 | |||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.25 | |||||||||||||
Warrants and Rights Outstanding, Term | 5 years | |||||||||||||
First Fire Global [Member] | ||||||||||||||
Class of Warrant or Right, Outstanding | 3,500,000 | |||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.025 | |||||||||||||
Warrants and Rights Outstanding, Term | 3 years | |||||||||||||
Debt Instrument, Face Amount | $ 110,000 | |||||||||||||
Robert Nathan Primary Capital L L C [Member] | ||||||||||||||
Class of Warrant or Right, Outstanding | 1,350,000 | |||||||||||||
Robert Nathan Primary Capital L L C [Member] | Convertible Preferred Stock [Member] | Series D Preferred Stock [Member] | ||||||||||||||
Class of Warrant or Right, Outstanding | 625,000 | 625,000 | 625,000 | 1,000 | 250,000 | 250,000 | 500,000 | 2,500 | ||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 10 | $ 10 | $ 10 | |||||||||||
Warrants and Rights Outstanding, Term | 5 years | 5 years | 5 years | |||||||||||
J P Carey Inc 1 [Member] | ||||||||||||||
Class of Warrant or Right, Outstanding | 30,000,000 | |||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.005 | |||||||||||||
Warrants and Rights Outstanding, Term | 5 years | |||||||||||||
Debt Instrument, Face Amount | $ 150,000 | |||||||||||||
Trillium Partners L P [Member] | ||||||||||||||
Class of Warrant or Right, Outstanding | 30,000,000 | |||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.005 | |||||||||||||
Warrants and Rights Outstanding, Term | 5 years | |||||||||||||
Debt Instrument, Face Amount | $ 150,000 |
Schedule of Stock Based Compens
Schedule of Stock Based Compensation (Details) - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Share-Based Payment Arrangement [Abstract] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Number, Beginning Balance | 16,500,000 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Exercise Price, Beginning Balance | $ 0.0141 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross | 40,000,000 | 16,500,000 |
Share-Based Compensation Arrangements by Share-Based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 0.0150 | $ 0.0141 |
Share based Compensation Arrangement By Share based Payment Award Options Granted Weighted Average Remaining Contractual Term | 2 years | 1 year 7 months 24 days |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Number, Ending Balance | 56,500,000 | 16,500,000 |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Exercise Price, Ending Balance | $ 0.0142 | $ 0.0141 |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 1 year 10 months 2 days | 1 year 7 months 24 days |
STOCK-BASED COMPENSATION (Detai
STOCK-BASED COMPENSATION (Details Narrative) - USD ($) | Mar. 03, 2022 | Jan. 31, 2021 | Jun. 30, 2014 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Nov. 22, 2011 |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period | 4 years | ||||||
Stock or Unit Option Plan Expense | $ 24,436 | $ 20,988 | |||||
Stock Option 1 [Member] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period | 2 years | 2 years | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested and Expected to Vest, Outstanding, Number | 20 | 5 | |||||
Stock Option 2 [Member] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period | 3 years | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested and Expected to Vest, Outstanding, Number | 10 | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested and Expected to Vest, Outstanding, Weighted Average Exercise Price | $ 0.014 | ||||||
Stock Option 3 [Member] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period | 3 years | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested and Expected to Vest, Outstanding, Number | 1,500,000 | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested and Expected to Vest, Outstanding, Weighted Average Exercise Price | $ 0.015 | $ 0.015 | |||||
Equity Option [Member] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Stock or Unit Option Plan Expense | $ 2,417 | $ 87,042 | |||||
Stock Option Plan 2011 Member | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Authorized | 4,974 |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Derivative Liability, Current | $ 50,300 | $ 123,300 |
Embedded Conversion Options Derivative Liability Member | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Derivative Liability, Current | 50,300 | 123,300 |
Embedded Conversion Options Derivative Liability Member | Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Derivative Liability, Current | ||
Embedded Conversion Options Derivative Liability Member | Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Derivative Liability, Current | ||
Embedded Conversion Options Derivative Liability Member | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Derivative Liability, Current | $ 50,300 | $ 123,300 |
BUSINESS ACQUISITION (Details)
BUSINESS ACQUISITION (Details) - USD ($) | Mar. 31, 2022 | Jan. 05, 2022 | Dec. 31, 2021 |
Asset Acquisition [Line Items] | |||
Goodwill | $ 830,268 | ||
Artist Republik, Inc. [Member] | |||
Asset Acquisition [Line Items] | |||
Customer Relationships | $ 14,001 | ||
Cash | 9,500 | ||
Tradename | 32,230 | ||
Technology Platform | 161,151 | ||
Goodwill | 830,268 | ||
Total Purchase Consideration | $ 1,047,150 |
BUSINESS ACQUISITION (Details 2
BUSINESS ACQUISITION (Details 2) - Artist Republik, Inc. [Member] - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Asset Acquisition [Line Items] | ||
Revenues | $ 500,629 | $ 451,027 |
Operating Expenses | 4,707,319 | 2,813,052 |
Operating Loss | (4,206,690) | (2,362,025) |
Other Expenses, net | (73,293) | (2,344,310) |
Net Loss | $ (4,374,832) | $ (4,706,335) |
BUSINESS ACQUISITION (Details N
BUSINESS ACQUISITION (Details Narrative) - Artist Republik, Inc. [Member] | Jan. 05, 2022USD ($)shares |
Asset Acquisition [Line Items] | |
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | shares | 176,986,025 |
Asset Acquisition, Consideration Transferred | $ 1,047,150 |
Asset Acquisition, Consideration Transferred, Equity Interest Issued and Issuable | 637,150 |
Asset Acquisition, Consideration Transferred, Contingent Consideration | $ 410,000 |