Cover
Cover - USD ($) | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Apr. 14, 2022 | Jun. 30, 2021 | |
Document Type | 10-K | |||
Amendment Flag | false | |||
Document Annual Report | true | |||
Document Transition Report | false | |||
Document Period End Date | Dec. 31, 2021 | |||
Document Fiscal Period Focus | FY | |||
Document Fiscal Year Focus | 2021 | |||
Current Fiscal Year End Date | --12-31 | |||
Entity File Number | 001-40409 | |||
Entity Registrant Name | Grom Social Enterprises, Inc. | |||
Entity Central Index Key | 0001662574 | |||
Entity Tax Identification Number | 46-5542401 | |||
Entity Incorporation, State or Country Code | FL | |||
Entity Address, Address Line One | 2060 NW Boca Raton Blvd. #6 | |||
Entity Address, City or Town | Boca Raton | |||
Entity Address, State or Province | FL | |||
Entity Address, Postal Zip Code | 33431 | |||
City Area Code | (561) | |||
Local Phone Number | 287-5776 | |||
Entity Well-known Seasoned Issuer | No | |||
Entity Voluntary Filers | No | |||
Entity Current Reporting Status | Yes | |||
Entity Interactive Data Current | Yes | |||
Entity Filer Category | Non-accelerated Filer | |||
Entity Small Business | true | |||
Entity Emerging Growth Company | true | |||
Elected Not To Use the Extended Transition Period | false | |||
Entity Shell Company | false | |||
Entity Public Float | $ 29,917,300 | |||
Entity Common Stock, Shares Outstanding | 18,760,403 | |||
Auditor Firm ID | 89 | 5041 | ||
Auditor Name | Rosenberg Rich Baker Berman P.A. | BF Borgers CPA PC | ||
Auditor Location | Somerset, NJ | Lakewood, CO | ||
Common Stock Par Value 0. 001 [Member] | ||||
Title of 12(b) Security | Common Stock, par value $0.001 | |||
Trading Symbol | GROM | |||
Security Exchange Name | NASDAQ | |||
Warrants To Purchase Shares Of Common Stock Par Value 0. 001 Per Share [Member] | ||||
Title of 12(b) Security | Warrants to purchase shares of Common Stock, par value $0.001 per share | |||
Trading Symbol | GROMW | |||
Security Exchange Name | NASDAQ |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 6,530,161 | $ 120,300 |
Accounts receivable, net | 968,579 | 587,932 |
Inventory, net | 91,361 | 48,198 |
Prepaid expenses and other current assets | 457,578 | 386,165 |
Total current assets | 8,047,679 | 1,142,595 |
Operating lease right of use assets | 593,405 | 602,775 |
Property and equipment, net | 577,988 | 965,109 |
Goodwill | 22,376,025 | 8,380,504 |
Intangible assets, net | 5,073,074 | 5,566,339 |
Deferred tax assets, net – noncurrent | 465,632 | 531,557 |
Other assets | 721,160 | 76,175 |
Total assets | 37,854,963 | 17,265,054 |
Current liabilities: | ||
Accounts payable | 467,711 | 1,126,114 |
Accrued liabilities | 400,329 | 1,794,232 |
Dividend payable | 459,068 | 0 |
Advanced payments and deferred revenues | 404,428 | 967,053 |
Convertible notes, net – current | 2,604,346 | 2,349,677 |
Loans payable – current | 36,834 | 189,963 |
Related party payables | 50,000 | 143,741 |
Income taxes payable | 102,870 | |
Lease liabilities – current | 333,020 | 304,326 |
Total current liabilities | 4,755,736 | 6,977,976 |
Convertible notes, net of loan discounts | 716,252 | 897,349 |
Lease liabilities | 284,848 | 328,772 |
Loans payable | 0 | 95,931 |
Contingent purchase consideration | 5,586,493 | 0 |
Other noncurrent liabilities | 390,833 | 367,544 |
Total liabilities | 11,734,162 | 8,667,572 |
Commitments and contingencies (Note 16) | ||
Stockholders' Equity: | ||
Common stock, $0.001 par value. 500,000,000 shares authorized; 12,698,192 and 5,886,073 shares issued and outstanding as of December 31, 2021 and 2020, respectively | 12,698 | 5,886 |
Additional paid-in capital | 89,851,309 | 64,417,218 |
Accumulated deficit | (66,404,190) | (55,791,914) |
Accumulated other comprehensive income | (30,755) | (39,334) |
Total Grom Social Enterprises, Inc. stockholders' equity | 23,438,462 | 8,597,482 |
Noncontrolling interests | 2,682,339 | 0 |
Total stockholders' equity | 26,120,801 | 8,597,482 |
Total liabilities and equity | 37,854,963 | 17,265,054 |
Series A Preferred Stock [Member] | ||
Stockholders' Equity: | ||
Preferred Stock, Value, Issued | 0 | 0 |
Series B Preferred Stock [Member] | ||
Stockholders' Equity: | ||
Preferred Stock, Value, Issued | 0 | 5,626 |
Series C Preferred Stock [Member] | ||
Stockholders' Equity: | ||
Preferred Stock, Value, Issued | $ 9,400 | $ 0 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2021 | May 20, 2021 | Dec. 31, 2020 | Aug. 04, 2020 |
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | |||
Preferred Stock, Shares Authorized | 25,000,000 | |||
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | ||
Common Stock, Shares Authorized | 500,000,000 | 500,000,000 | ||
Common Stock, Shares, Outstanding | 12,698,192 | 5,886,073 | ||
Series A Preferred Stock [Member] | ||||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | |||
Preferred Stock, Shares Authorized | 2,000,000 | |||
Preferred Stock, Shares Outstanding | 0 | |||
Series B Preferred Stock [Member] | ||||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | |||
Preferred Stock, Shares Authorized | 10,000,000 | 10,000,000 | ||
Preferred Stock, Shares Outstanding | 0 | |||
Preferred Stock, Shares Issued | 5,625,884 | |||
Series C Preferred Stock [Member] | ||||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | |||
Preferred Stock, Shares Authorized | 10,000,000 | 10,000,000 | ||
Preferred Stock, Shares Outstanding | 9,400,259 | 0 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | ||
Sales | $ 6,297,922 | $ 6,159,531 |
Cost of goods sold | 3,707,267 | 3,352,640 |
Gross profit | 2,590,655 | 2,806,891 |
Operating expenses: | ||
Depreciation and amortization | 495,480 | 449,379 |
Selling, general and administrative | 5,811,792 | 4,643,539 |
Professional fees | 2,773,510 | 623,014 |
Impairment of goodwill and other intangible assets | 382,798 | 472,757 |
Total operating expenses | 9,463,580 | 6,188,689 |
Loss from operations | (6,872,925) | (3,381,798) |
Other income (expense) | ||
Interest expense, net | (2,556,689) | (1,398,731) |
Loss on settlement of debt | (947,179) | (1,312,983) |
Unrealized gain on change in fair value of derivative liabilities | 0 | 77,584 |
Other gains | 174,853 | 48,468 |
Total other expense | (3,329,015) | (2,585,662) |
Loss before income taxes | (10,201,940) | (5,967,460) |
Provision for income taxes (benefit) | 21,042 | (224,027) |
Net loss | (10,222,982) | (5,743,433) |
Loss attributable to noncontrolling interest | (69,775) | 0 |
Net loss attributable to Grom Social Enterprises Inc. stockholders | (10,153,207) | (5,743,433) |
Preferred stock dividend payable on Series C convertible preferred stock | (459,069) | 0 |
Deemed dividend accreted on beneficial conversion features of Series B convertible preferred stock | 0 | (277,500) |
Net loss attributable to Grom Social Enterprises, Inc. common stockholders | $ (10,612,276) | $ (6,020,933) |
Basic and diluted loss per common share | $ (1.18) | $ (1.07) |
Weighted-average number of common shares outstanding: | ||
Basic and diluted | 9,018,306 | 5,630,699 |
Comprehensive loss: | ||
Net loss | $ (10,222,982) | $ (5,743,433) |
Foreign currency translation adjustment | 8,579 | 58,226 |
Comprehensive loss | (10,214,403) | (5,685,207) |
Comprehensive loss attributable to noncontrolling interests | (69,775) | 0 |
Comprehensive loss attributable to Grom Social Enterprises, Inc. common stockholders | $ (10,144,628) | $ (5,685,207) |
Consolidated Statement of Chang
Consolidated Statement of Changes in Shareholder's Equity - USD ($) | Preferred Stock Series A [Member] | Preferred Stock Series B [Member] | Preferred Stock Series C [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | AOCI Attributable to Parent [Member] | Noncontrolling Interest [Member] | Total |
Beginning balance, value at Dec. 31, 2019 | $ 925 | $ 5,231 | $ 58,316,882 | $ (50,048,481) | $ (97,560) | $ 8,176,997 | |||
Beginning balance, shares at Dec. 31, 2019 | 925,000 | 5,230,713 | |||||||
Net loss | (5,743,433) | (5,743,433) | |||||||
Change in foreign currency translation | 58,226 | 58,226 | |||||||
Exchange of convertible notes and accrued interest for Series C preferred stock | $ (925) | $ 1,202 | |||||||
Exchange of Series A preferred stock for Series B preferred stock ,shares | (925,000) | 1,202,500 | |||||||
Accretion of Series B preferred stock | 277,500 | 277,500 | |||||||
Deemed dividend on accretion of Series B preferred stock | (277,500) | (277,500) | |||||||
Issuance of Series B preferred stock with common stock in connection with sales made under private offerings | $ 484 | 483,016 | 483,500 | ||||||
Issuance of Series B preferred stock with common stock in connection with sales made under private offerings, shares | 483,500 | ||||||||
Exchange of convertible notes and accrued interest for Series B preferred stock | $ 3,940 | 3,935,944 | 3,939,884 | ||||||
Exchange of convertible notes and accrued interest for Series B preferred stock, shares | 3,939,884 | ||||||||
Issuance of common stock as compensation to employees, officers and/or directors | $ 13 | 35,587 | 35,600 | ||||||
Issuance of common stock as compensation to employees, officers and/or directors, shares | 13,125 | ||||||||
Issuance of common stock in exchange for consulting, professional and other services, shares | 202,741 | ||||||||
Issuance of common stock in exchange for consulting, professional and other services | $ 203 | 578,442 | 578,645 | ||||||
Issuance of common stock in lieu of cash for accounts payable, loans payable and other accrued obligations, shares | 15,625 | ||||||||
Issuance of common stock in lieu of cash for accounts payable, loans payable and other accrued obligations | $ 15 | 49,985 | 50,000 | ||||||
Issuance of common stock in connection with the issuance of convertible notes | $ 340 | 735,674 | 736,014 | ||||||
Issuance of common stock in connection with the issuance of convertible debenture(s), shares | 339,678 | ||||||||
Issuance of common stock warrants in connection with the issuance of convertible notes | 63,991 | 63,991 | |||||||
Conversion of convertible notes and accrued interest into common stock | $ 84 | 110,353 | 110,437 | ||||||
Conversion of convertible notes and accrued interest into common stock, shares | 84,191 | ||||||||
Recognition of beneficial conversion features related to convertible notes | 107,621 | 107,621 | |||||||
Exchange of Series A preferred stock for Series B preferred stock | (277) | ||||||||
Ending balance, value at Dec. 31, 2020 | $ 5,626 | $ 5,886 | 64,417,218 | (55,791,914) | (39,334) | 8,597,482 | |||
Ending balance, shares at Dec. 31, 2020 | 5,625,884 | 5,886,073 | |||||||
Net loss | (10,153,208) | (69,775) | (10,222,982) | ||||||
Change in foreign currency translation | 8,579 | 8,579 | |||||||
Exchange of convertible notes and accrued interest for Series C preferred stock | $ 85 | 85,165 | 85,250 | ||||||
Exchange of convertible notes and accrued interest for Series C preferred stock ,shares | 85,200 | ||||||||
Issuance of Series B preferred stock with common stock in connection with sales made under private offerings | $ 950 | 949,050 | 950,000 | ||||||
Issuance of Series B preferred stock with common stock in connection with sales made under private offerings, shares | 950,000 | ||||||||
Issuance of Series B preferred stock in exchange for consulting, professional and other services | $ 75 | 74,925 | 75,000 | ||||||
Exchange of convertible notes and accrued interest for Series B preferred stock | $ 2,564 | 2,561,611 | 2,564,175 | ||||||
Exchange of convertible notes and accrued interest for Series B preferred stock, shares | 2,564,175 | ||||||||
Issuance of common stock as compensation to employees, officers and/or directors | $ 158 | 410,494 | 410,652 | ||||||
Issuance of common stock as compensation to employees, officers and/or directors, shares | 157,943 | ||||||||
Issuance of common stock in exchange for consulting, professional and other services, shares | 289,670 | ||||||||
Issuance of common stock in exchange for consulting, professional and other services | $ 289 | 1,198,846 | 1,199,135 | ||||||
Issuance of common stock in connection with the issuance of convertible notes | $ 18 | 39,732 | 39,750 | ||||||
Issuance of common stock in connection with the issuance of convertible debenture(s), shares | 17,746 | ||||||||
Issuance of common stock warrants in connection with the issuance of convertible notes | 1,895,078 | 1,895,078 | |||||||
Conversion of convertible notes and accrued interest into common stock | |||||||||
Recognition of beneficial conversion features related to convertible notes | 318,616 | 318,616 | |||||||
Issuance of Series B preferred stock in exchange for consulting, professional and other services, shares | 75,000 | ||||||||
Exchange of Series B preferred stock for Series C preferred stock | $ (9,215) | $ 9,215 | |||||||
Exchange of Series B preferred stock for Series C preferred stock, shares | (9,215,059) | 9,215,059 | |||||||
Issuance of Series C preferred stock with common stock in connection with sales made under private offerings | $ 100 | 99,900 | 100,000 | ||||||
Issuance of Series C preferred stock with common stock in connection with sales made under private offerings, shares | 100,000 | ||||||||
Preferred stock dividend payable on Series C preferred stock | (459,068) | (459,068) | |||||||
Issuance of common stock in connection with sales made under public offerings | $ 2,771 | 10,217,580 | 10,220,351 | ||||||
Issuance of common stock in connection with sales made under public offerings, shares | 2,771,084 | ||||||||
Issuance of common stock in connection with the exercise of common stock purchase warrants | $ 209 | 32,792 | 33,001 | ||||||
Issuance of common stock in connection with the exercise of common stock purchase warrants, shares | 208,966 | ||||||||
Issuance of common stock in connection with the acquisition of a business | $ 1,772 | 5,420,190 | 5,421,962 | ||||||
Issuance of common stock in connection with the acquisition of a business ,shares | 1,771,883 | ||||||||
Stock based compensation expense related to stock options | 82,910 | 82,910 | |||||||
Conversion of convertible notes and accrued interest into common stock | $ 1,595 | 2,047,202 | 2,048,797 | ||||||
Conversion of convertible notes and accrued interest into common stock, shares | 1,594,827 | ||||||||
Ending balance, value at Dec. 31, 2021 | $ 9,400 | $ 12,698 | $ 89,851,309 | $ (66,404,190) | $ (30,755) | $ 2,682,339 | $ 26,120,801 | ||
Ending balance, shares at Dec. 31, 2021 | 9,400,259 | 12,698,192 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities: | ||
Net loss | $ (10,222,982) | $ (5,743,433) |
Adjustments to reconcile net loss to cash used in operating activities: | ||
Depreciation and amortization | 814,849 | 848,463 |
Amortization of debt discount | 2,061,470 | 629,790 |
Provision for doubtful accounts | 2,195 | (35,341) |
Common stock issued for financing costs | 10,000 | 167,614 |
Common and preferred stock issued in exchange for fees and services | 1,274,135 | 578,645 |
Convertible notes issued for financing costs | 59,633 | |
Deferred taxes | 65,925 | (292,976) |
Impairment of goodwill and intangible assets | 382,798 | 472,757 |
Stock based compensation | 493,563 | 62,600 |
Loss on disposal of property and equipment | 2,692 | 0 |
Loss on extinguishment of debt | 718,267 | 1,312,983 |
Unrealized gain on change in fair value of derivative liabilities | 0 | (77,584) |
Changes in operating assets and liabilities: | ||
Accounts receivable | (382,843) | (6,929) |
Inventory | 22,571 | (18,636) |
Prepaid expenses and other current assets | (37,523) | (84,037) |
Operating lease right of use assets | (6,123) | 30,247 |
Other assets | (457,065) | 2,891 |
Accounts payable | (770,656) | 317,524 |
Accrued liabilities | (1,149,202) | 347,514 |
Advanced payments and deferred revenues | (562,625) | 339,970 |
Income taxes payable and other noncurrent liabilities | (79,581) | 243,185 |
Related party payables | (95,741) | (318,395) |
Net cash used in operating activities | (7,856,243) | (1,223,148) |
Cash flows from investing activities: | ||
Acquisition of a majority interest in a business, net of cash received | (373,592) | 0 |
Purchase of fixed assets | (43,504) | (574,512) |
Net cash used in financing activities | (417,096) | (574,512) |
Cash flows from financing activities: | ||
Proceeds from issuance of preferred stock, net of issuance costs | 1,050,000 | 483,500 |
Proceeds from issuance of common stock, net of issuance costs | 10,220,351 | 0 |
Proceeds from exercise of common stock purchase warrants, net of issuance costs | 33,001 | 0 |
Proceeds from issuance of convertible notes | 4,516,700 | 4,143,500 |
Proceeds from loans payable | 0 | 303,912 |
Repayments of convertible notes | (1,092,447) | (3,537,335) |
Repayments of loans payable | (54,038) | (18,018) |
Net cash provided by financing activities | 14,673,567 | 1,375,559 |
Effect of exchange rates on cash and cash equivalents | 9,633 | 36,182 |
Net increase (decrease) in cash and cash equivalents | 6,409,861 | (385,919) |
Cash and cash equivalents at beginning of period | 120,300 | 506,219 |
Cash and cash equivalents at end of period | 6,530,161 | 120,300 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 139,627 | 420,802 |
Cash paid for income taxes | 0 | 0 |
Supplemental disclosure of non-cash investing and financing activities: | ||
Common stock issued related to acquisition of business | 5,421,962 | 0 |
Common stock issued for financing costs incurred in connection with convertible and promissory notes | 29,750 | 568,400 |
Common stock issued to reduce accounts payable and other accrued liabilities | 0 | 50,000 |
Common stock warrants issued in connection with convertible promissory notes | 1,895,078 | 33,056 |
Contingent purchase consideration | 5,586,493 | 0 |
Conversion of convertible notes and accrued interest into common stock | 2,048,797 | 110,436 |
Conversion of convertible notes and accrued interest into preferred stock | 1,702,246 | 0 |
Debt issued related to acquisition of a business | 278,000 | 0 |
Discount for beneficial conversion features on convertible notes | 318,616 | 107,621 |
Preferred stock dividend payable on convertible preferred stock | $ 459,068 | $ 0 |
NATURE OF OPERATIONS
NATURE OF OPERATIONS | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
NATURE OF OPERATIONS | 1. NATURE OF OPERATIONS Grom Social Enterprises, Inc. (the “Company”, “Grom” “we”, “us” or “our”), a Florida corporation f/k/a Illumination America, Inc. (“Illumination”), is a media, technology and entertainment company that focuses on delivering content to children under the age of 13 years in a safe secure platform that is compliant with the Children’s Online Privacy Protection Act (“COPPA”) and can be monitored by parents or guardians. The Company conducts its business through the following five operating subsidiaries: · Grom Social, Inc. (“Grom Social”) was incorporated in the State of Florida on March 5, 2012 and operates the Company’s social media network designed for children under the age of 13 years. · TD Holdings Limited (“TD Holdings”) was incorporated in Hong Kong on September 15, 2005. TD Holdings operates through its two subsidiary companies: (i) Top Draw Animation Hong Kong Limited (“TDAHK”), a Hong Kong corporation and (ii) Top Draw Animation, Inc. (“Top Draw” or “TDA”), a Philippines corporation. The group’s principal activities are the production of animated films and televisions series. · Grom Educational Services, Inc. (“GES”) was incorporated in the State of Florida on January 17, 2017. GES operates the Company’s web filtering services provided to schools and government agencies. · Grom Nutritional Services, Inc. (“GNS”) was incorporated in the State of Florida on April 19, 2017. GNS intends to market and distribute nutritional supplements to children. GNS has no operations since its inception. · Curiosity Ink Media, LLC (“Curiosity”) was incorporated in the State of Delaware on January 9, 2017, acquires and develops kids and family entertainment properties and associated business opportunities. The Company owns 100% of each of Grom Social, TD Holdings, GES and GNS, and 80% of Curiosity. The Company is headquartered in Boca Raton, Florida with offices in Los Angeles, California; Salt Lake City, Utah; N orcross, Georgia; |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Expression and Alleviation of Going Concern At December 31, 2020, the consolidated financial statements of the Company were prepared assuming that the Company would continue as a going concern, which contemplated the realization of assets and the satisfaction of liabilities in the normal course of business for the twelve-month period following the date of the financial statements. On a consolidated basis, the Company has incurred significant operating losses since its inception. Because the Company did not expect that its existing operational cash flow would be sufficient to fund its anticipated operations, substantial doubt was raised about the Company’s ability to continue as a going concern. On June 21, 2021, the Company sold an aggregate of 2,409,639 10,000,000 On July 15, 2021, the Company sold an additional 361,445 1,500,000 On September 14, 2021, the Company entered into a securities purchase agreement with a lender pursuant to which it issued a 10% original issue discount senior secured convertible note in the principal amount of $ 4,400,000 As of December 31, 2021, the Company had $ 6,530,161 3,291,943 Basis of Presentation The consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and are expressed in United States dollars. For the years ended December 31, 2021 and 2020, the consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries Grom Social, TD Holdings, GES, and GNS. The Company recognizes noncontrolling interest related to its less-than-wholly-owned subsidiary, Curiosity, as equity in the consolidated financial statements separate from the parent entity’s equity. The net income (loss) attributable to noncontrolling interest is included in net income (loss) in the consolidated statements of operations and comprehensive loss. All intercompany accounts and transactions are eliminated in consolidation. Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The most significant estimates relate to revenue recognition, valuation of accounts receivable and inventories, purchase price allocation of acquired businesses, impairment of long-lived assets and goodwill, valuation of financial instruments, income taxes, and contingencies. The Company bases its estimates on historical experience, known or expected trends and various other assumptions that are believed to be reasonable given the quality of information available as of the date of these financial statements. The results of these assumptions provide the basis for making estimates about the carrying amounts of assets and liabilities that are not readily apparent from other sources. Actual results could differ from these estimates. Business Combinations We generally account for business combinations using the acquisition method of accounting. The method requires the acquirer to recognize the assets acquired, liabilities assumed, and any non-controlling interest in the acquiree at the acquisition date, measured at their fair values as of that date. Any transaction costs are expenses as incurred. The results of operations of businesses acquired by the Company have been included in the consolidated income statement since their respective date of acquisition. The Company may use independent valuation services to assist in determining the estimated fair values. Revenue Recognition The Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606) Other Assets and Deferred Costs – Contracts with Customers Animation Revenue For years ended December 31, 2021 and 2021, the Company recorded a total of $ 5,602,466 and $ 5,483,332 , respectively, of animation revenue from contracts with customers. Animation revenue is primarily generated from contracts with customers for preproduction and production services related to the development of animated movies and television series. Preproduction activities include producing storyboards, location design, model and props design, background color and color styling. Production focuses on library creation, digital asset management, background layout scene assembly, posing, animation and after effects. The Company provides services under fixed-price contracts. Under fixed-price contracts, the Company agrees to perform the specified work for a pre-determined price. To the extent actual costs vary from estimated costs, the Company’s profit may increase, decrease, or result in a loss. The Company identifies a contract under ASC 606 once (i) it is approved by all parties, (ii) the rights of the parties are identified, (iii) the payment terms are identified, (iv) the contract has commercial substance, and (v) collectability of consideration is probable. The Company evaluates the services promised in each contract at inception to determine whether the contract should be accounted for as having one or more performance obligations. The services in the Company’s contracts are distinct from one another as the referring parties typically can direct all, limited, or single portions of the various preproduction and production activities required to create and design and entire episode to us and we therefore have a history of developing standalone selling prices for all of these distinct components. Accordingly, our contracts are typically accounted for as containing multiple performance obligations. The Company determines the transaction price for each contract based on the consideration it expects to receive for the distinct services being provided under the contract. The Company recognizes revenue as performance obligations are satisfied and the customer obtains control of the services. In determining when performance obligations are satisfied, the Company considers factors such as contract terms, payment terms and whether there is an alternative future use of the product or service. Substantially all of the Company’s revenue is recognized over time as it performs under the contract due to the contractual terms present in each contract which irrevocably transfer control of the work product to the customer as the services are performed. For performance obligations recognized over time, revenue is recognized based on the extent of progress made towards completion of the performance obligation. The Company uses the percentage-of-completion cost-to-cost measure of progress because it best depicts the transfer of control to the customer as the Company incurs costs against its contracts. Under the percentage-of-completion cost-to-cost measure of progress, the extent of progress towards completion is measured based on the ratio of costs incurred to date to the total estimated costs to complete the performance obligation. The percentage-of-completion cost-to-cost method requires management to make estimates and assumptions that affect the reported amounts of contract assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The most significant estimates relate to the total estimated amount of costs that will be incurred for a project or job. Web Filtering Revenue For years ended December 31, 2021 and 2020, the Company recorded a total of $ 594,996 and $ 673,182 , respectively, of web filtering revenue from contracts with customers. Web filtering revenue from subscription sales is recognized on a pro-rata basis over the subscription period. Typically, a subscriber purchases computer hardware and a software and support service license for a period of use between one year to five years. The subscriber is billed in full at the time of the sale. The Company immediately recognizes revenue attributable to the computer hardware as it is non-refundable and control passes to the customer. The advanced billing component for software and service is initially recorded as deferred revenue and subsequently recognized as revenue on a straight-line basis over the subscription period. Produced and Licensed Content Revenue Since the acquisition of Curiosity to the period ended December 31, 2021, the Company recorded a total of $ 98,301 Produced and licensed content revenues are generated from the licensing of internally-produced films and television programs. Licensed internally-produced films and television programming, each individual film or episode delivered represents a separate performance obligation and revenues are recognized when the episode is made available to the licensee for exhibition. For license agreements containing multiple deliverables, revenues are allocated based on the relative standalone selling price of each film or episode of a television series, which is based on licenses for comparable films or series within the marketplace. Agreements to license programming are often long term, with collection terms ranging from one to five years. The advanced billing component for licensed content is initially recorded as deferred revenue and subsequently recognized as revenue upon completion of the performance obligation in accordance with the terms of licensing agreement. Publishing Revenue Since the acquisition of Curiosity to the period ended December 31, 2021, no publishing revenue has been recorded. Publishing revenues are recognized when merchandise is shipped or electronically delivered to the consumer. Consumer print books are generally sold with a right of return. The Company records a returns reserve and corresponding decrease in revenue at the time of sale based upon historical trends. For publishing revenues, payments are due shortly after shipment or electronic delivery. Contract Assets and Liabilities Animation revenue contracts vary with movie contracts typically allowing for progress billings over the contract term while other episodic development activities are typically billable upon delivery of the performance obligation for an episode. These episodic activities typically create unbilled contract assets between episode delivery dates while movies can create contract assets or liabilities based on the progress of activities versus the arranged billing schedule. Revenues from web filtering contracts are all billed in advance and therefore represent contract liabilities until fully recognized on a ratable basis over the contract life. Fair Value Measurements FASB ASC 820, Fair Value Measurements and Disclosures · Level 1: Quoted prices in active markets for identical assets or liabilities. · Level 2: Inputs other than quoted prices included within Level 1 that are either directly or indirectly observable. · Level 3: Unobservable inputs that are supported by little or no market activity, therefore requiring an entity to develop its own assumptions about the assumptions that market participants would use in pricing. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of December 31, 2021 and 2020. The Company uses the market approach to measure fair value for its Level 1 financial assets and liabilities. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities. The respective carrying value of certain balance sheet financial instruments approximates its fair value. These financial instruments include cash, trade receivables, related party payables, accounts payable, accrued liabilities and short-term borrowings. Fair values were estimated to approximate carrying values for these financial instruments since they are short term in nature, and they are receivable or payable on demand. The estimated fair value of assets and liabilities acquired in business combinations and reporting units and long-lived assets used in the related asset impairment tests utilize inputs classified as Level 3 in the fair value hierarchy. The Company determines the fair value of contingent consideration based on a probability-weighted discounted cash flow analysis. The fair value remeasurement is based on significant inputs not observable in the market and thus represents a Level 3 measurement as defined in the fair value hierarchy. In each period, the Company reassesses its current estimates of performance relative to the stated targets and adjusts the liability to fair value. Any such adjustments are included as a component of Other Income (Expense) in the Consolidated Statements of Operations and Comprehensive Loss. Derivative Financial Instruments The Company does not use derivative instruments to hedge exposures to cash flow, market or foreign currency risk. Terms of convertible and other promissory notes are reviewed to determine whether they contain embedded derivative instruments that are required to be accounted for separately from the host contract and recorded on the balance sheet at fair value. The fair value of derivative liabilities is required to be revalued at each reporting date, with corresponding changes in fair value recorded in current period operating results. Beneficial Conversion Features In accordance with FASB ASC 470-20, Debt with Conversion and Other Options Stock Purchase Warrants The Company accounts for warrants issued to purchase shares of its common stock as equity in accordance with FASB ASC 480, Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock, Distinguishing Liabilities from Equity. Cash and Cash Equivalents The Company’s cash and cash equivalents are exposed to concentration of credit risk. The Company maintains cash at various regulated financial institutions which, at times, may be in excess of the federal depository insurance limit. The Company’s management regularly monitors these institutions and believes that the potential for future loss is remote. The Company considers liquid investments with original or acquired maturities of three months or less to be cash equivalents. At December 31, 2021 and 2020, the Company did no Accounts Receivable Accounts receivable are customer obligations due under normal trade terms which are recorded at net realizable value. The Company establishes an allowance for doubtful accounts based on management’s assessment of the collectability of trade receivables. A considerable amount of judgment is required in assessing the amount of the allowance. The Company makes judgments about the creditworthiness of each customer based on ongoing credit evaluations and monitors current economic trends that might impact the level of credit losses in the future. If the financial condition of the customers were to deteriorate, resulting in their inability to make payments, a specific allowance will be required. Recovery of bad debt amounts previously written off is recorded as a reduction of bad debt expense in the period the payment is collected. If the Company’s actual collection experience changes, revisions to its allowance may be required. After all attempts to collect a receivable have failed, the receivable is written off against the allowance. Accounts receivable includes unbilled accounts receivable. Unbilled accounts receivable is a contract asset related to amounts that are unbilled due to agreed-upon contractual terms in which billing occurs subsequent to revenue recognition. This situation typically occurs when the Company recognizes revenue for episodic development activities performed but not yet billed. Episodic development activities are typically billable upon delivery. Inventory Inventory consists of costs incurred to produce animated content for third parties customers. Costs incurred to produce the animated content to customers, which include direct production costs, production overhead and supplies are recognized as work-in-progress inventory. As animated content is completed in accordance with the terms stated by the customer, inventory is classified as finished products and subsequently recognized as cost of services as animated content is accepted by and available to the customer. Carrying amounts of animated content are recorded at the lower of cost or net realizable value. Cost is determined using a weighted average cost method for direct production costs, productions overhead and supplies used for completing animation projects. At December 31, 2021 and 2020, the Company’s inventory totaled $ 91,361 48,198 77,501 48,198 13,860 0 Prepublication Costs Prepublication costs include costs incurred to create and develop the art, prepress, editorial, digital conversion and other content required for the creation of the master copy of a book or other media. Prepublication costs are amortized on a straight-line basis over a two- to five-year period based on expected future revenue. The Company regularly reviews the recoverability of the capitalized costs based on expected future revenues. Produced and Licensed Content Costs Produced and licensed content costs include capitalizable direct costs, production overhead, interest and development costs and are stated at the lower of cost, less accumulated amortization, or fair value. Marketing, distribution and general and administrative costs are expensed as incurred. Film, television and direct to consumers through streaming services production and residual costs are expensed over the product life cycle based upon the ratio of the current period’s revenues to estimated remaining total revenues (Ultimate Revenues) for each production. For film productions and direct to consumer services, Ultimate Revenues include revenues from all sources that will be earned within ten years from the date of the initial release. For television series, Ultimate Revenues include revenues that will be earned within ten years from delivery of the first episode, or if still in production, five years from delivery of the most recent episode, if later. Costs of film, television and direct to consumer productions are subject to regular recoverability assessments, which compare the estimated fair values with the unamortized costs. The Company bases these fair value measurements on the Company’s assumptions about how market participants would price the assets at the balance sheet date, which may be different than the amounts ultimately realized in future periods. The amount by which the unamortized costs of film and television productions exceed their estimated fair values is written off. Costs for projects that have been abandoned are written off. Projects that have not been set for production within three years are also written off unless management has committed to a plan to proceed with the project and is actively working on and funding the project. Capitalized Website Development Costs The Company capitalizes certain costs associated with the development of its Santa.com website after the preliminary project stage is complete and until the website is ready for its intended use. Planning and operating costs are expensed as incurred. Capitalization begins when the preliminary project stage is complete, project plan is defined, functionalities are determined and internal and external resources are identified. Qualified costs incurred during the operating stage of our software applications relating to upgrades and enhancements are capitalized to the extent it is probable that they will result in added functionality, while costs that cannot be separated between maintenance of, and minor upgrades and enhancements to the websites are expensed as incurred. Capitalized website costs are amortized on a straight-line basis over their estimated useful life of three years beginning with the time when it is ready for intended use. Amounts amortized are presented through cost of sales. Management evaluates the useful lives of these assets on an annual basis and tests for impairment whenever events or changes in circumstances occur that could impact the recoverability of these assets. Since the acquisition of Curiosity and to the period ended December 31, 2021, the Company capitalized $ 411,799 Property and Equipment Property and equipment are stated at cost or fair value if acquired as part of a business combination. Depreciation is computed by the straight-line method and is charged to operations over the estimated useful lives of the assets. Maintenance and repairs are charged to expense as incurred. The carrying amount and accumulated depreciation of assets sold or retired are removed from the accounts in the year of disposal and any resulting gain or loss is included in results of operations. The estimated useful lives of property and equipment are as follows: Property and equipment useful lives Computers, software, and office equipment 1 – 5 years Capitalized website development cost 3 years Machinery and equipment 3 – 5 years Vehicles 5 years Furniture and fixtures 5 – 10 years Leasehold improvements Lesser of the lease term or estimated useful life Construction in process is not depreciated until the construction is completed and the asset is placed into service. Goodwill and Intangible Assets Goodwill represents the future economic benefit arising from other assets acquired that could not be individually identified and separately recognized. The goodwill arising from the Company’s acquisitions is attributable to the value of the potential expanded market opportunity with new customers. Intangible assets have either an identifiable or indefinite useful life. Intangible assets with identifiable useful lives are amortized on a straight-line basis over their economic or legal life, whichever is shorter. The Company’s amortizable intangible assets consist of customer relationships and non-compete agreements. Their useful lives range from 1.5 10 Goodwill and indefinite-lived assets are not amortized but are subject to annual impairment testing unless circumstances dictate more frequent assessments. The Company performs an annual impairment assessment for goodwill and indefinite-lived assets during the fourth quarter of each year and more frequently whenever events or changes in circumstances indicate that the fair value of the asset may be less than the carrying amount. Goodwill impairment testing is a two-step process performed at the reporting unit level. Step one compares the fair value of the reporting unit to its carrying amount. The fair value of the reporting unit is determined by considering both the income approach and market approaches. The fair values calculated under the income approach and market approaches are weighted based on circumstances surrounding the reporting unit. Under the income approach, the Company determines fair value based on estimated future cash flows of the reporting unit, which are discounted to the present value using discount factors that consider the timing and risk of cash flows. For the discount rate, the Company relies on the capital asset pricing model approach, which includes an assessment of the risk-free interest rate, the rate of return from publicly traded stocks, the Company’s risk relative to the overall market, the Company’s size and industry and other Company-specific risks. Other significant assumptions used in the income approach include the terminal value, growth rates, future capital expenditures and changes in future working capital requirements. The market approaches use key multiples from guideline businesses that are comparable and are traded on a public market. If the fair value of the reporting unit is greater than its carrying amount, there is no impairment. If the reporting unit’s carrying amount exceeds its fair value, then the second step must be completed to measure the amount of impairment, if any. Step two calculates the implied fair value of goodwill by deducting the fair value of all tangible and intangible net assets of the reporting unit from the fair value of the reporting unit as calculated in step one. In this step, the fair value of the reporting unit is allocated to all of the reporting unit’s assets and liabilities in a hypothetical purchase price allocation as if the reporting unit had been acquired on that date. If the carrying amount of goodwill exceeds the implied fair value of goodwill, an impairment loss is recognized in an amount equal to the excess. Indefinite-lived intangible assets are evaluated for impairment at the individual asset level by assessing whether it is more likely than not that the asset is impaired (for example, that the fair value of the asset is below its carrying amount). If it is more likely than not that the asset is impaired, its carrying amount is written down to its fair value. Determining the fair value of a reporting unit is judgmental in nature and requires the use of significant estimates and assumptions, including revenue growth rates, strategic plans, and future market conditions, among others. There can be no assurance that the Company’s estimates and assumptions made for purposes of the goodwill impairment testing will prove to be accurate predictions of the future. Changes in assumptions and estimates could cause the Company to perform an impairment test prior to scheduled annual impairment tests. The Company performed its annual fair value assessment at December 31, 2021 on its subsidiaries with material goodwill and intangible asset amounts on their respective balance sheets and determined that an impairment charge of $ 362,798 Impairment of Long-Lived Assets The Company evaluates the recoverability of its long-lived assets whenever events or changes in circumstances have indicated that an asset may not be recoverable. The long-lived asset is grouped with other assets at the lowest level for which identifiable cash flows are largely independent of the cash flows of other groups of assets and liabilities. If the sum of the projected undiscounted cash flows is less than the carrying value of the assets, the assets are written down to the estimated fair value. The Company evaluated the recoverability of its long-lived assets on December 31, 2021, respectively on its subsidiaries with material amounts on their respective balance sheets and determined that no impairment exists. Income Taxes The Company accounts for income taxes under FASB ASC 740, Accounting for Income Taxes Accounting for Uncertainty in Income Taxes The amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement. The Company assesses the validity of its conclusions regarding uncertain tax positions on a quarterly basis to determine if facts or circumstances have arisen that might cause it to change its judgment regarding the likelihood of a tax position’s sustainability under audit. Right of Use Assets and Lease Liabilities FASB ASU No. 2016-02, “Leases” (ASC 842) requires lessees to recognize almost all leases on the balance sheet as a right of use (“ROU”) asset and a lease liability and requires leases to be classified as either an operating or a finance type lease. The standard excludes leases of intangible assets or inventory, and permits the exclusion of leases with an original lease term of less than one year. Under ASC 842, the Company determines if an arrangement is a lease at inception. ROU assets and liabilities are recognized at commencement date based on the present value of remaining lease payments over the lease term. For this purpose, the Company considers only payments that are fixed and determinable at the time of commencement. As most of the Company's leases do not provide an implicit rate, the Company estimated the incremental borrowing rate in determining the present value of lease payments. The ROU asset also includes any lease payments made prior to commencement and is recorded net of any lease incentives received. The Company lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise such options. Operating leases are included in operating lease right-of-use assets, operating lease liabilities, current and operating lease liabilities, non-current on the Company's consolidated balance sheets. Foreign Currency Translation The functional and reporting currency of TD Holdings and TDAHK is the Hong Kong Dollar. The functional and reporting currency of Top Draw is the Philippine Peso. Management applies the guidance within FASB ASC 830, Foreign Currency Matters Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Exchange gains or losses arising from foreign currency transactions are included in the determination of net income for the respective periods. Assets and liabilities of the Company’s operations are translated into the reporting currency, United States dollars, at the exchange rate in effect at the balance sheet dates. Revenue and expenses are translated at average rates in effect during the reporting periods. Equity transactions are recorded at the historical rate when the transaction occurred. The resulting translation adjustment is reflected as accumulated other comprehensive income, a separate component of stockholders' equity in the statement of stockholders' equity. Differences may arise in the amount of bad debt expense, depreciation expense and amortization expense reported in the Company's operating results as compared to the corresponding change in the allowance for doubtful accounts, accumulated depreciation, and accumulated amortization, respectively, due to foreign currency translation. These translation adjustments are reflected in accumulated other comprehensive income, a separate component of the Company's stockholders' equity. Comprehensive Gain or Loss FASB ASC 220, Comprehensive Income Advertising Expenses Advertising costs are expensed as incurred and included in selling, general and administrative expenses. Interest Cost associated with the refinancing or issuance of debt, as well as debt discounts or premiums, are recorded as interest over the term of the related debt using the effective interest method. Shipping and Handling Costs Shipping and handling costs related to the acquisition of goods from vendors are included in the cost of sales. Stock-Based Compensation The Company grants stock-based compensation to its employees through awards of restricted stocks. The amount of stock-based compensation expense related to awards of restricted stock is based on the fair value of the Company’s common stock at the date of grant. Basic and Diluted Net Income (Loss) Per Share The Company computes net income (loss) per share in accordance with FASB ASC 260, Earnings per Share 1,193,885 4,895,968 217,542 4,264,358 Recent Accounting Pronouncements The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new pronouncements that have been issued that might have a material impact on its financial position or results of operations except as noted below: In January 2017, the FASB issued Accounting Standards Update No. 2017-04, Simplifying the Test for Goodwill Impairment On November 15, 2019, the FASB issued ASU 2019-10, which (1) provides a framework to stagger effective dates for future major accounting standards and (2) amends the effective dates for certain major new accounting standards to give implementation relief to certain types of entities. Specifically, ASU 2019-10 amends the effective date for ASU 2017-04 to fiscal years beginning after December 15, 2022, and interim periods therein. Early adoption continues to be permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company does not anticipate the adoption of ASU 2017-04 will have a material impact on its financial statements for both annual and interim reporting periods. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740) 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 Entity’s Own Equity (Subtopic 815 – 40) In May 2021, the FASB issued |
ACCOUNTS RECEIVABLE, NET
ACCOUNTS RECEIVABLE, NET | 12 Months Ended |
Dec. 31, 2021 | |
Receivables [Abstract] | |
ACCOUNTS RECEIVABLE, NET | 3. ACCOUNTS RECEIVABLE, NET The following table sets forth the components of the Company’s accounts receivable at December 31, 2021 and 2020: Schedule of accounts receivable December 31, 2021 December 31, 2020 Billed accounts receivable $ 822,536 $ 443,806 Unbilled accounts receivable 187,751 188,029 Allowance for doubtful accounts (41,708 ) (43,903 ) Total accounts receivable, net $ 968,579 $ 587,932 During the year ended December 31, 2021, the Company had four customers that accounted for 69.1 61.3 68.5 29.9 |
PREPAID EXPENSES AND OTHER CURR
PREPAID EXPENSES AND OTHER CURRENT ASSETS | 12 Months Ended |
Dec. 31, 2021 | |
Prepaid Expenses And Other Current Assets | |
PREPAID EXPENSES AND OTHER CURRENT ASSETS | 4. PREPAID EXPENSES AND OTHER CURRENT ASSETS The following table sets forth the components of the Company’s prepaid expenses and other current assets at December 31, 2021 and 2020: Schedule of prepaid expenses and other current assets December 31, 2021 December 31, 2020 Prepaid rent $ 32,139 $ 18,679 Vendor advances 6,631 6,085 Prepaid service agreements 139,670 101,886 Employee advance and other payroll related items 192,339 74,773 Other prepaid expenses and current assets 86,799 184,742 Total prepaid expenses and other current assets $ 457,578 $ 386,165 Prepaid expenses and other assets represent advances or prepayments made in the normal course and in which the economic benefit is expected to be realized within twelve months. |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | 5. PROPERTY AND EQUIPMENT The following table sets forth the components of the Company’s property and equipment at December 31, 2021 and 2020: Schedule of property and equipment December 31, 2021 December 31, 2020 Cost Accumulated Net Book Cost Accumulated Net Book Capital assets subject to depreciation: Computers, software and office equipment $ 2,698,172 $ (2,399,978 ) $ 298,194 $ 2,800,872 $ (2,257,797 ) $ 543,075 Machinery and equipment 183,618 (162,647 ) 20,971 192,988 (152,149 ) 40,839 Vehicles 101,674 (76,497 ) 25,177 163,525 (106,826 ) 56,699 Furniture and fixtures 401,862 (365,075 ) 36,787 422,234 (364,655 ) 57,579 Leasehold improvements 1,086,518 (955,547 ) 130,971 1,143,704 (903,381 ) 240,323 Total fixed assets 4,471,844 (3,959,744 ) 512,100 4,723,323 (3,784,808 ) 938,515 Capital assets not subject to depreciation: Construction in progress 65,888 – 65,888 26,594 – 26,594 Total fixed assets $ 4,537,732 $ (3,959,744 ) $ 577,988 $ 4,749,917 $ (3,784,808 ) $ 965,109 For the years ended December 31, 2021 and 2020, the Company recorded depreciation expense of $ 426,654 461,548 |
OTHER ASSETS
OTHER ASSETS | 12 Months Ended |
Dec. 31, 2021 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
OTHER ASSETS | 6. OTHER ASSETS The following table sets forth the components of the Company’s other assets at December 31, 2021 and 2020: Schedule of other assets December 31, 2021 December 31, 2020 Capitalized website development costs $ 411,800 $ – Prepublication costs 152,286 – Produced and licensed content costs 76,701 – Deposits 76,052 76,175 Other noncurrent assets 4,321 – Total other assets $ 721,160 $ 76,175 Other noncurrent assets are comprised solely of guarantee deposits at TDA which are refundable upon termination of contract or delivery of subject matter of the contract. These are initially recorded at cost which is the fair value at the time of the transaction and are subsequently measured at amortized cost |
LEASES
LEASES | 12 Months Ended |
Dec. 31, 2021 | |
Leases | |
LEASES | 7. LEASES The Company has entered into operating leases primarily for real estate. These leases have terms which range from two years to six years, and often include one or more options to renew or in the case of equipment rental, to purchase the equipment. During the year ended December 31, 2021, $ 281,575 The Company leases approximately 2,100 square feet of office space in Boca Raton, Florida at the rate of $4,000 per month pursuant to a three-year lease which was renewed for six months and expires in March 2022. The Florida office space is the location of the Company’s corporate headquarters and administrative staff. In January 2022, the Company signed a new lease agreement to extend the term until March 2024. The total legally binding minimum lease payments for this lease are approximately $94,898. In September 2021, the Company signed a new lease to secure approximately 1,300 square feet of office space in Manila. The initial term of the lease is 72 months from the commencement date, January 1, 2022. The Company has the option to renew the lease term for an additional 12 months. The total legally binding minimum lease payments for this lease are approximately $ 270,293 In October 2021, the Company signed a new lease to secure 1,720 square feet of office space in Los Angeles. The initial term of the lease is 24 months from the commencement date, November 29, 2021 and no renewal option. The total legally binding minimum lease payments for this lease are approximately $ 117,607 The future minimum payment obligations at December 31, 2021 for operating leases are as follows: Schedule of future minimum lease payments 2022 $ 420,990 2023 $ 117,281 2024 $ 53,101 2025 $ 43,306 2026 $ 45,471 Thereafter $ 47,744 These operating leases are listed as separate line items on the Company's Consolidated Balance Sheets and represent the Company’s right to use the underlying asset for the lease term. The Company’s obligation to make lease payments are also listed as separate line items on the Company's Consolidated Balance Sheets. Because the rate implicit in each lease is not readily determinable, the Company uses its incremental borrowing rate to determine the present value of the lease payments. Information related to the Company's operating right-of-use assets and related lease liabilities were as follows: Schedule of operating right-of-use assets Year Ended Cash paid for operating lease liabilities $ 387,360 Weighted-average remaining lease term (in years) 1.7 Weighted-average discount rate 10 Total rent expense related to lease obligations, reflected in general and administrative costs line items on the consolidated income statements, for the years ended December 31, 2021 and 2020, were $ 380,297 363,974 The following table presents the amortization of the Company’s lease liabilities under ASC 842 at December 31, 2021: Schedule of amortization of lease liabilities 2022 $ 333,020 2023 $ 50,751 2024 $ 27,238 2025 $ 32,024 2026 $ 37,391 Thereafter $ 43,404 |
BUSINESS COMBINATIONS
BUSINESS COMBINATIONS | 12 Months Ended |
Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
BUSINESS COMBINATIONS | 8. BUSINESS COMBINATIONS Acquisition of Curiosity Ink Media, LLC On July 29, 2021, the Company entered into a membership interest purchase agreement (the “Purchase Agreement”) with Curiosity Ink Media LLC, a Delaware limited liability company (“Curiosity”) and the holders of all of Curiosity’s outstanding membership interests (the “Sellers”), for the purchase of 80 On August 19, 2021, pursuant to the terms of the Purchase Agreement, the Company consummated the Acquisition and acquired the Purchased Interests in consideration for the issuance to the Sellers of an aggregate of 1,771,883 shares of the Company’s common stock to the Sellers, pro rata to their membership interests immediately prior to the closing of the Acquisition. The shares were valued at $2.82 per share which represents to the 20-day volume-weighted average price of the Company’s common stock on August 19, 2021. Pursuant to the Purchase Agreement, the Company also paid $ 400,000 8 278,000 The Note is convertible into shares of common stock of the Company at a conversion price of $3.28 per share but may not be converted if, after giving effect to such conversion, the noteholder and its affiliates would beneficially own in excess of 9.99% of the Company’s outstanding common stock. The Note may be prepaid at any time, in whole or in part. The Note is subordinate to the Company’s senior indebtedness. The Sellers also have the ability to earn up to $17,500,000 (payable 50% in cash and 50% in stock) upon the achievement of certain performance milestones as of December 31, 2025. In addition to the tangible assets, goodwill total $ 14,271,969 Schedule of Recognized Identified Assets Acquired and Liabilities Assumed Consideration Paid: Cash consideration $ 400,000 Common stock issued 5,421,962 Convertible notes 278,000 Contingent purchase consideration 5,586,493 Total consideration $ 11,686,455 The amounts in the table below represent the allocation of the purchase price. The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the acquisition date: Schedule of Assets and liabilities assumed Cash and cash equivalents $ 26,408 Inventory 65,734 Produced and licensed content cost 187,920 Goodwill and intangible assets 14,271,969 Accounts payable (113,462 ) Noncontrolling interest (2,752,114 ) Total identifiable assets acquired, and liabilities assumed $ 11,686,455 As of December 31, 2021, the initial accounting for the acquisition remains incomplete as the Company expects to finalize the purchase price allocation and valuations by June 30, 2022 to conclude its fair value assessment of the assets acquired and liabilities assumed, including any separately identifiable intangible assets. |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND INTANGIBLE ASSETS | 9. GOODWILL AND INTANGIBLE ASSETS Goodwill represents the future economic benefit arising from other assets acquired that could not be individually identified and separately recognized. The goodwill arising from the Company’s acquisitions is attributable to the value of the potential expanded market opportunity with new customers. The following table sets forth the changes in the carrying amount of the Company’s goodwill for the years ended December 31, 2021 and 2020: Schedule of goodwill Balance, January 1, 2020 $ 8,853,261 Impairment charge (472,757 ) Balance, December 31, 2020 8,380,504 Acquisition of Curiosity 14,271,969 Impairment charge (276,448 ) Balance, December 31, 2021 $ 22,376,025 At December 31, 2021, the Company performed its annual impairment tests as prescribed by ASC 350 on the carrying value of its goodwill and recorded an impairment charge totaling $ 276,448 At December 31, 2020, the Company performed its annual impairment tests as prescribed by ASC 350 on the carrying value of its goodwill and recorded an impairment charge totaling $ 472,757 420,257 52,500 At December 31, 2021 and 2020, the carrying amount of the Company’s goodwill was $ 22,376,025 8,380,504 The following table sets forth the components of the Company’s intangible assets at December 31, 2021 and 2020: Schedule of intangible assets Current Year Period Prior Year End Amortization Period (Years) Gross Carrying Amount Accumulated Amortization Accumulated Impairment Net Book Value Gross Carrying Amount Accumulated Amortization Accumulated Impairment Net Book Value Intangible assets subject to amortization: Customer relationships 10.00 1,600,286 (876,457 ) (37,002 ) 686,827 1,600,286 (716,429 ) – 883,857 Mobile software applications 2.00 282,500 (282,500 ) – – 282,500 (282,500 ) – – NetSpective webfiltering software 2.00 1,134,435 (1,134,435 ) – – 1,134,435 (907,548 ) – 226,887 Noncompete agreements 1.50 846,638 (846,638 ) – – 846,638 (846,638 ) – – Subtotal 3,863,859 (3,140,030 ) (37,002 ) 686,827 3,863,859 (2,753,115 ) – 1,110,745 Intangible assets not subject to amortization: Trade names – 4,455,595 – (69,348 ) 4,386,247 4,455,595 – – 4,455,595 Total intangible assets 8,319,454 (3,140,030 ) (106,350 ) 5,073,074 8,319,454 (2,753,115 ) – 5,566,339 For the years ended December 31, 2021 and 2020, the Company recorded amortization expense for intangible assets subject to amortization of $ 386,916 386,916 At December 31, 2021, the Company performed its annual impairment tests as prescribed by ASC 350 on the carrying value of its intangible assets and recorded an impairment charge totaling $ 106,350 The following table provides information regarding estimated amortization expense for intangible assets subject to amortization for each of the following years ending December 31: Schedule of amortization expense for intangible assets 2022 $ 152,628 2023 152,628 2024 152,628 2025 152,628 2026 76,315 Thereafter – Future amortization total $ 686,827 |
ACCOUNTS PAYABLE AND ACCRUED LI
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | 10. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES Trade payables are recognized initially at the transaction price and subsequently measured at the undiscounted amount of cash or other consideration expected to be paid. Accrued expenses are recognized based on the expected amount required to settle the obligation or liability. The following table sets forth the components of the Company’s accrued liabilities at December 31, 2021 and 2020: Schedule of accounts payable and accrued liabilities December 31, 2021 December 31, 2020 Executive and employee compensation $ 238,669 $ 1,642,959 Interest on convertible promissory notes 31,997 134,127 Other accrued expenses and liabilities 129,663 17,156 Total accrued liabilities $ 400,329 $ 1,794,242 |
RELATED PARTY PAYABLES AND ACTI
RELATED PARTY PAYABLES AND ACTIVITY | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
RELATED PARTY PAYABLES AND ACTIVITY | 11. RELATED PARTY PAYABLES AND ACTIVITY Darren Marks’s Family The Company has engaged the family of Darren Marks, its Chief Executive Officer, to assist in the development of the Grom Social website and mobile application. These individuals have created over 1,400 hours of original short form content. Sarah Marks, the wife of Darren Marks, our President and Chief Executive Officer, Zach Marks, Luke Marks, Jack Marks, Dawson Marks, Caroline Marks and Victoria Marks, each Darren Marks’s children, are, or have been, by the Company employed or independently contracted. During the years ended December 31, 2021 and 2020, the Marks family was paid a total of $ 36,026 29,050 Compensation for services provided by the Marks family is expected to continue for the foreseeable future. Each member of the Marks family is actively involved in the creation of content for the website and mobile app, including numerous videos focusing on social responsibility, anti-bullying, digital citizenship, unique blogs, and special events. Liabilities Due to Officers and Directors Pursuant to verbal agreements, Messrs. Marks and Leiner have made loans to the Company to help fund operations. These loans are non-interest bearing and callable on demand. During the years ended December 31, 2021 and 2020, Mr. Marks made no such loans and Mr. Leiner loaned $ 0 47,707 At December 31, 2021 and 2020, the outstanding amounts due to Mr. Marks were $ 0 43,429 0 50,312 On July 13, 2018, our director Dr. Thomas Rutherford loaned the Company $ 50,000 10 At December 31, 2021 and 2020, the aggregate related party payables were $ 50,000 143,741 |
OTHER NONCURRENT LIABILITIES
OTHER NONCURRENT LIABILITIES | 12 Months Ended |
Dec. 31, 2021 | |
Other Liabilities Disclosure [Abstract] | |
OTHER NONCURRENT LIABILITIES | 12. OTHER NONCURRENT LIABILITIES Other noncurrent liabilities are comprised solely of retirement benefit costs. The Philippine Republic Act (RA) No. 7641, mandates all private employers to provide retirement benefits to employees who upon reaching the age of sixty years or more, but not beyond sixty-five years, have served at least five years in the said establishment. The amount of retirement benefit was defined as “at least one-half month salary for every year of service, a fraction of at least six months being considered as one whole year”. At December 31, 2021 and 2020, accrued retirement benefit costs were $ 390,833 367,544 |
DEBT
DEBT | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
DEBT | 13. DEBT Convertible Notes The following tables set forth the components of the Company’s convertible notes at December 31, 2021 and 2020: Schedule of convertible debt December 31, December 31, 8% Unsecured Convertible Notes (Curiosity) $ 278,000 $ – 8% - 12% Convertible Promissory Notes (Bridge Notes) – 373,587 10% Unsecured Convertible Redeemable Notes – Variable Conversion Price – 265,000 10% Senior Secured Convertible Note with Original Issuance Discount (L1 Capital Global Master Fund or “L1”) 4,125,000 – 10% Secured Convertible Notes with Original Issuance Discounts (OID Notes) 75,000 153,250 12% Senior Secured Convertible Notes (Newbridge) – 52,572 12% Senior Secured Convertible Notes (Original TDH Notes) – 882,175 12% Senior Secured Convertible Notes (TDH Secured Notes) 330,039 1,645,393 12% Senior Secured Convertible Notes (Additional Secured Notes) 63,099 260,315 Loan discounts (1,550,540 ) (385,266 ) Total convertible notes, net 3,320,598 3,247,026 Less: current portion of convertible notes, net (2,604,346 ) (2,349,677 ) Convertible notes, net $ 716,252 $ 897,349 8% Unsecured Convertible Notes (Curiosity) On July 29, 2021, the Company entered into a membership interest purchase agreement with Curiosity and the holders of all of Curiosity’s outstanding membership interests, for the purchase of 80% of Curiosity’s outstanding membership interests from the sellers. Pursuant to the purchase agreement, the Company issued 8% eighteen-month convertible promissory notes in the aggregate principal amount $ 278,000 At December 31, 2021, the principal balance of the Curiosity notes was $ 278,000 8% Convertible Promissory Notes (Bridge Notes) On November 30, 2020, the Company entered into a securities purchase agreement with EMA Financial, LLC (“EMA”) pursuant to which the Company issued to EMA a nine-month 8% convertible promissory note in the principal amount of $ 260,000 234,000 On February 17, 2021, the terms of the EMA financing were amended to (i) reduce the conversion rate to $1.28, and (ii) add a three-year warrant to purchase up to 81,250 shares of the Company’s common stock, at an exercise price of $1.60 per share. On May 19, 2021, the terms of the EMA financing were further amended to (i) increase the interest rate to 12%, and (ii) add a three-year warrant (the “EMA Warrant”) to purchase up to 38,855 shares of the Company’s common stock, at an exercise price of $1.92 per share. ASC 470-20 requires proceeds from the sale of a debt instrument with stock purchase warrants be allocated to the two elements based on the relative fair values of the debt instrument without the warrants and of the warrants themselves at the time of issuance. In connection with the EMA warrant issuance, the Company allocated an aggregate fair value of $104,760 to the stock warrants and recorded a debt discount which will be amortized to interest expense over the term of the loan using the effective interest method so the debt, at its term, is recorded at its face value. The Company estimated the fair value of the warrants at date of grant using the Black-Scholes option pricing model using the following inputs: (i) stock price on the date of grant ranging between $1.60 and $4.48, (ii) the contractual term of the warrant of 3 years, (iii) a risk-free interest rate of 0.19% and (iv) an expected volatility of the price of the underlying common stock ranging between 224.9% and 258.6%. On May 24, 2021, EMA Warrant was amended to delete the full-ratchet anti-dilution provision and the EMA Note was amended to delete the variable conversion price feature. On June 2, 2021, the Company issued 10,000 11,800 1,000 100,000 127,000 1,000 108,978 121,200 17,292 At December 31, 2021, the principal balance of the EMA Note was $ 0 On December 17, 2020, the Company entered into a note purchase agreement with Quick Capital, LLC (“Quick Capital”) pursuant to which the Company issued Quick Capital a nine-month convertible promissory note in the principal amount of $ 113,587 100,000 The Company analyzed the conversion feature of the note for a beneficial conversion feature, for which the Company concluded that a beneficial conversion feature existed. The beneficial conversion feature was measured using the commitment-date stock price and its fair value was determined to be $ 12,621 In connection with the Quick Note issuance, the Company also issued a three-year warrant to purchase up to an aggregate of 36,975 33,056 On May 21, 2021, the Quick Note was amended to replace the variable conversion price with a fixed conversion price of $1.28 per share and the Quick Warrant was amended to delete the full-ratchet anti-dilution provision. On June 21, 2021, the Company issued 290,000 27,487 65,313 269,061 86,100 At December 31, 2021, the principal balance of the Quick Note was $ 0 On February 9, 2021, the Company entered into a securities purchase agreement with Auctus Fund, LLC (“Auctus”) pursuant to which the Company issued to Auctus a twelve-month 12% convertible promissory note in the principal amount of $ 500,000 428,000 The Company analyzed the conversion feature of the note for a beneficial conversion feature, for which the Company concluded that a beneficial conversion feature existed. The beneficial conversion feature was measured using the commitment-date stock price and its allocable fair value was determined to be $ 155,875 In connection with the note issuance, Auctus was also issued a five-year warrant (the “Auctus Warrant”) to purchase up to an aggregate of 195,313 272,125 On May 25, 2021, Auctus Warrant was amended to delete the full-ratchet anti-dilution provision. On July 14, 2021, the Company issued 274,427 500,000 26,900 At December 31, 2021, the principal balance of the Auctus Note was $ 0 On March 11, 2021, the Company entered into a securities purchase agreement with FirstFire Global Opportunities Fund, LLC (“FirstFire”) pursuant to which the Company issued to FirstFire a twelve-month 12% convertible promissory note in the principal amount of $ 300,000 238,500 The Company analyzed the conversion feature of the note for a beneficial conversion feature, for which the Company concluded that a beneficial conversion feature existed. The beneficial conversion feature was measured using the commitment-date stock price and its allocable fair value was determined to be $ 93,220 In connection with the issuance of the note, FirstFire was also issued a five-year warrant (the “FirstFire Warrant”) to purchase up to an aggregate of 117,188 145,280 On May 20, 2021, the FirstFire Note was amended to replace the variable conversion feature price with a fixed conversion price of $1.92 and the FirstFire Warrant was amended to delete the full ratchet anti-dilution provision. On June 17, 2021, the Company issued 175,000 300,000 36,000 At December 31, 2021, the principal balance of the FirstFire Note was $ 0 On April 16, 2021, the Company entered into a securities purchase agreement with Labrys Fund, LP (“Labrys”), pursuant to which the Company issued to Labrys a one-year convertible promissory note in the principal amount of $ 300,000 266,000 In connection with the issuance of the note, Labrys was also issued a five-year warrant to purchase up to an aggregate of 117,118 172,479 On May 22, 2021, the Labrys Warrant was amended to delete the full-ratchet anti-dilution provision. On June 17, 2021, the Company issued 175,000 300,000 36,000 At December 31, 2021, the principal balance of the Labrys Note was $ 0 10% Unsecured Convertible Redeemable Note – Variable Conversion Price On July 9, 2019, the Company issued a convertible redeemable note to an unrelated party in the principal amount of $ 100,000 5,000 95,000 The Company analyzed the conversion feature of the note for a beneficial conversion feature, for which the Company concluded that a beneficial conversion feature existed. The beneficial conversion feature was measured using the commitment-date stock price and its fair value was determined to be $ 51,730 The Company also analyzed the conversion feature of the note for derivative accounting consideration and determined that the embedded conversion features should be classified as a derivative because the exercise price of the convertible note is subject to a variable conversion rate. The aggregate fair value of the derivative at the issuance date of the note was $ 85,410 43,270 42,140 On January 13, 2020, the Company issued 8,103 10,000 5,000 7,790 13,636 1,364 20,313 23,503 2,545 47,985 52,861 1,527 At December 31, 2021, the principal balance of this note was $ 0 On March 1, 2020, the Company issued a convertible redeemable note to an unrelated party in the principal amount of $ 100,000 The Company analyzed the conversion feature of the note for a beneficial conversion feature, for which the Company concluded that a beneficial conversion feature existed. The beneficial conversion feature was measured using the commitment-date stock price and its fair value was determined to be $ 44,129 In connection with the note issuance, the Company also issued a five-year warrant to purchase up to an aggregate of 15,625 On April 14, 2021, the Company issued 62,500 100,000 11,205 At December 31, 2021, the principal balance of this note was $ 0 On November 20, 2020, the Company issued a convertible redeemable note to an unrelated party in the principal amount of $ 165,000 15,000 150,000 The Company analyzed the conversion feature of the note for a beneficial conversion feature, for which the Company concluded that a beneficial conversion feature existed. The beneficial conversion feature was measured using the commitment-date stock price and its fair value was determined to be $ 50,871 On February 17, 2021, the Company entered into a debt exchange agreement with the holder of the convertible promissory note, in the aggregate amount of $ 169,000 169,000 At December 31, 2021, the principal balance of this note was $ 0 10% Senior Secured Convertible Note with Original Issuance Discount (L1) On September 14, 2021, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with L1 Capital Global Master Fund (“L1”) pursuant to which it issued (i) a 10% original issue discount senior secured convertible note in the principal amount of $ 4,400,000 813,278 3,960,000 The L1 Note is convertible by L1 into common stock of the Company at a price of $4.20 per share, or approximately 1,047,619 shares. It is repayable in equal monthly installments of $275,000 with certain deferments or an acceleration of up to three months' payments. The Company may repay the L1 Note in cash or shares of common stock at a price equal to the lesser of the then conversion price or 95% of the lowest daily VWAP during the ten consecutive trading days immediately preceding the monthly payment date, but in no event less than $1.92. In the event that VWAP drops below $1.92, the Company will have the right to pay at such VWAP with any shortfall paid in cash. The L1 Note is senior to all other Company indebtedness and the Company’s obligations under the note are secured by all of the assets of the Company’s subsidiaries. The Company estimated the fair value of the warrant at date of grant using the Black-Scholes option pricing model using the following inputs: (i) stock price on the date of grant of $2.70, (ii) the contractual term of the warrant of 5 years, (iii) a risk-free interest rate of 0.79% and (iv) an expected volatility of the price of the underlying common stock of 299.8%. As a result, the Company allocated a fair value of $ 1,200,434 On October 20, 2021, the Company and L1 entered into an amended and restated purchase agreement which increased the amount of the Second Tranche Financing from $1,500,000 to $ 6,000,000 1,041,194 In the event the principal amount of the L1 Note issued in the First Tranche Financing, when aggregated with the L1 Note to be issued in the Second Tranche Financing, exceeds 25% of the market capitalization of the Company’s common stock as reported by Bloomberg L.P, then the principal amount to be issued in the Second Tranche Financing will be limited to 25%, in the aggregate of both L1 Notes, unless waived in the sole discretion of the Purchaser. On November 30, 2021, the Company issued 129,861 shares of common stock to L1 upon the conversion of $275,000 in principal and $5,500 in financing costs for the repayment of monthly installments required under the L1 Note. As of December 31, 2021, the principal balance of these notes was $ 4,125,000 1,504,552 10% Secured Convertible Notes with Original Issuance Discounts (OID Notes) On August 6, 2020, the Company entered into debt exchange agreements with certain holders of these 10% convertible notes pursuant to which an aggregate of 647,954 shares of the Company’s Series B preferred stock (“Series B Stock) were issued to noteholders for an aggregate of $411,223 of outstanding principal and accrued and unpaid interest. The Company recognized an extinguishment loss of $185,448 as a result of the exchange. On November 30, 2020, the Company entered into a debt exchange agreement with the remaining holder of these 10% convertible notes pursuant to which an aggregate of 158,000 shares of Series B Stock were issued to the noteholder for an aggregate of $111,250 of outstanding principal and accrued and unpaid interest. The Company recognized an extinguishment loss of $46,750 as a result of the exchange. On July 19, 2021, the Company repaid $ 6,329 At December 31, 2021, the principal balance of these notes was $ 75,000 12% Senior Secured Convertible Notes (Original TDH Notes) On June 20, 2016, the Company issued $ 4,000,000 First Amendment to the TDH Share Sale Agreement On January 3, 2018, the Company entered into an amendment to the TDH Share Sale Agreement (the “First Amendment”). Under the terms of the First Amendment: · The maturity date of the notes was extended from July 1, 2018 until July 1, 2019. · The interest rate on the notes during for one-year extension period from July 2, 2018 to July 1, 2019 was increased to 10%. · Interest is payable quarterly in arrears during the one-year extension period, instead of annually in arrears. The first such quarterly interest payment of $100,000 is due on September 30, 2018. · Under the terms of the terms of TDH Share Sale Agreement, the TDH Sellers could earn up to an additional $5.0 million in contingent earnout payments. The original earnout period ended on December 31, 2018. The First Amendment extended the earnout period by one year to December 31, 2019. As consideration to enter into the First Amendment, the Company issued 25,000 480,000 Second Amendment to the TDH Share Sale Agreement On January 15, 2019, the Company entered into a second amendment to the TDH Share Sale Agreement (the “Second Amendment”). Under the terms of the Second Amendment: · The maturity date of the notes was extended from July 1, 2019 to April 2, 2020. · The TDH Sellers shall have the right to convert the notes at a conversion price of $8.64 per share, either in whole or in part at any time prior to the maturity, subject to the terms and conditions set forth in the Second Amendment. · In the event that the notes are not repaid prior to July 2, 2019, no funds will be transferred by TDH to the Company. · The payment terms of the contingent earnout was modified from 50% payable in cash and 50% payable in stock to 75% payable in cash and 25% payable in stock. As consideration to enter into the Second Amendment, the Company issued an additional 25,000 220,000 Due to the inclusion of a conversion feature, the Second Amendment was considered an extinguishment and subsequent reissuance of the notes under the guidelines of ASC 470-20-40-7 through 40-9. As a result, the Company recorded a loss on the extinguishment of debt of $ 363,468 The principal value of the notes was reclassified to convertible notes, net – current on the Company’s consolidated financial statements. Third Amendment to the TDH Share Sale Agreement On March 16, 2020, the Company entered into a third amendment (the “Third Amendment”) to the TDH Share Sale Agreement, pursuant to which the Company’s subsidiary, Grom Holdings, had acquired 100% of the common stock of TDH (representing ownership of the animation studio) from certain individuals (the “TDH Sellers”). The Company used the proceeds received from the TDH Secured Notes Offering to pay the TDH Sellers $ 3,000,000 1,000,000 361,767 Pursuant to the Third Amendment, the TDH Sellers and the Company agreed, among other things: · To extend the maturity date of the remaining Original TDH Notes by one year to June 30, 2021 ; · To increase the interest rate on the remaining Original TDH Notes to 12 %; · To grant a first priority security interest on the shares of TDH and TDAHK to the TDH Sellers, pari passu with the holders of the TDH Secured Notes; and · To pay the balance of the Original TDH Notes monthly in arrears, amortized over a four-year period. On August 18, 2021, the Company paid the TDH Sellers an aggregate of $ 834,760 At December 31, 2021, the principal balance of the Original TDH Notes was $ 0 12% Senior Secured Convertible Notes (“TDH Secured Notes”) On March 16, 2020, the Company sold (the “TDH Secured Notes Offering”) an aggregate $ 3,000,000 March 16, 2024 The TDH Secured Notes are convertible at the option of the holders at 75% of the average sales price of the Company’s common stock over the 60 trading days immediately preceding conversion provided that the conversion price shall not be less than $3.20 per share. The Company’s obligations under the TDH Secured Notes, are secured by Grom Holdings’ shares of stock of TDH, and of its wholly owned subsidiary, TDAHK. The TDH Secured Notes rank equally and ratably on a pari passu basis with (i) the other TDH Secured Notes and (ii) the Original TDH Notes issued by the Company pursuant to TDH Share Sale Agreement. If the Company sells the animation studio located in Manila, Philippines, which is currently owned by TDH through TDAHK (the “Animation Studio”), for more than $12,000,000, and so long as any amount of principal is outstanding under the TDH Secured Notes, the Company will pay the TDH Secured Notes holders from the proceeds of the sale (i) all amounts of principal outstanding under the TDH Secured Notes, (ii) such amount of interest which would be due and payable assuming the TDH Secured Notes were held to maturity (minus any amounts of interest previously paid hereunder), and (iii) an additional 10% of the amount of principal outstanding under the TDH Secured Notes within five days of the closing of such sale. In connection with the issuance of the TDH Secured Notes, the Company issued to each TDH Secured Note holder shares of common stock equal to 20% of the principal amount of such holder’s TDH Secured Note, divided by $3.20. Accordingly, an aggregate of 187,500 420,000 On August 6, 2020, the Company entered into debt exchange agreements with certain holders of these 12% TDH Secured Notes pursuant to which an aggregate of 1,739,580 On November 30, 2020, the Company entered into a debt exchange agreement with another holder of these 12% TDH Secured Notes pursuant to which an aggregate of 158,000 On February 17, 2021, the Company entered into debt exchange agreements with certain holders of these 12% TDH Secured Notes pursuant to which an aggregate of 2,106,825 1,256,722 At December 31, 2021, the principal balance of these notes was $ 330,030 and the remaining balance on the associated loan discounts was $ 38,646 . 12% Senior Secured Convertible Notes (Additional Secured Notes) On March 16, 2020, the Company issued to seven accredited investors (the “Additional Secured Note Lenders”) an aggregate of $ 1,060,000 12 Interest on the Additional Secured Notes accrues on the outstanding principal amount at the rate of 12% per annum. Principal and interest on the Additional Secured Notes are payable monthly, on an amortized basis over 48 months, with the last payment due on March 16, 2024 The Additional Secured Notes are convertible at the option of the holders at 75% of the average sales price of the Company’s common stock over the 60 trading days immediately preceding conversion provided that the conversion price shall not be less than $3.20 per share. In connection with the issuance of the Additional Secured Notes, the Company issued to each Additional Secured Note Lender shares of common stock equal to 20% of the principal amount of such holder’s Additional Secured Note, divided by $3.20. Accordingly, an aggregate of 66,250 148,000 On August 6, 2020, the Company entered into debt exchange agreements with certain holders of these 12% Additional Secured Notes pursuant to which an aggregate of 1,236,350 782,500 On February 17, 2021, the Company entered into debt exchange agreements with certain holders of these 12% Additional Secured Notes pursuant to which an aggregate of 288,350 shares of the Company’s Series B Stock were issued to noteholders for an aggregate of $182,500 of outstanding principal and accrued and unpaid interest. The Company recognized an extinguishment loss of $97,077 as a result of the exchange. At December 31, 2021, the principal balance of these notes was $ 63,098 and the remaining balance on the associated loan discounts 7,343 . Future Minimum Principal Payments The principal repayments based upon the maturity dates of the Company’s borrowings for each of the next five years are as follows: Schedule of future debt maturity payments 2022 $ 3,828,891 2023 $ 996,165 2024 $ 46,082 2025 $ – 2026 and thereafter $ – |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | 14. INCOME TAXES The following table sets forth the components of income tax expense (benefit) for the years ended December 31, 2021 and 2020: Schedule of income tax expense (benefit) December 31, 2021 December 31, 2020 Current: Federal $ – $ – State and local – – Foreign – – Total current – – Deferred: Federal – – State and local – – Foreign 21,042 (224,027 ) Total deferred 21,042 (224,027 ) Total $ 21,042 $ (224,027 ) The following table sets forth a reconciliation of income tax expense (benefit) at the federal statutory rate to recorded income tax expense (benefit) for the years ended December 31, 2021 and 2020: Schedule of reconciliation of effective income tax rate December 31, December 31, 2020 Tax benefit at the statutory federal rate – % – % Increase (decrease) in rate(s) resulting from: Foreign operations, net (0.2 ) 3.8 Change in deferred taxes 21.2 17.2 Change in valuation allowance (21.2 ) (17.2 ) Total (0.2) % 3.8 % The following tables set forth the components of income taxes payable at December 31, 2021 and 2020: Schedule of income tax payable December 31, 2021 December 31, Federal $ – $ – State and local – – Foreign – – Total $ – $ – The following tables set forth the components of deferred income taxes at December 31, 2021 and 2020: Schedule of deferred income taxes December 31, 2021 December 31, 2020 Non-current deferred tax assets: Retirement benefits $ 105,178 $ 110,263 Write down of investment(s) 65,254 68,408 Deferred revenue net 142,235 149,112 Other 152,965 203,774 Net operating loss carryforwards 6,646,897 5,009,036 Less: valuation allowance (6,646,897 ) (5,009,036 ) Total non-current deferred tax asset 465,632 531,557 Total deferred tax asset $ 465,632 $ 531,557 The deferred tax asset relates solely to the Company’s foreign animation operations. The Company believes these assets are realizable in future periods due to the historic profitability of its animation business. On December 22, 2017, the United States enacted the Tax Cuts and Jobs Act (“TCJA”), which instituted fundamental changes to the taxation of multinational corporations, including a reduction the U.S. corporate income tax rate to 21% beginning in 2018. The TCJA also requires a one-time transition tax on the mandatory deemed repatriation of the cumulative earnings of certain of the Company’s foreign subsidiaries as of December 31, 2017. To determine the amount of this transition tax, the Company must determine the amount of earnings generated since inception by the relevant foreign subsidiaries, as well as the amount of non-U.S. income taxes paid on such earnings, in addition to potentially other factors. The Company believes that no such tax will be due since the foreign subsidiaries have paid taxes locally and that the cumulative undistributed earnings of the foreign subsidiaries are not material. As of December 31, 2021, the Company had federal, state and foreign net operating loss carryforwards of approximately $ 31.7 15.2 16.5 The Company remains subject to examination in federal, state and foreign jurisdictions in which the Company conducts its operations and files tax returns. These tax years range from 2015 through 2021. The Company believes that the results of current or any prospective audits will not have a material effect on its financial position or results of operations as adequate reserves have been provided to cover any potential exposures related to these ongoing audits. The Company has made its assessment of the level of tax authority for each tax position, including the potential application of interest and penalties, based on the technical merits and determined that no unrecognized tax benefits associated with the tax positions exist. |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | 15. STOCKHOLDERS’ EQUITY Preferred Stock The Company is authorized to issue 25,000,000 0.001 Series A Preferred Stock On February 22, 2019, the Company designated 2,000,000 0.001 Each share of Series A Stock is convertible, at any time, into 0.15625 shares of common stock of the Company On each of February 27, 2019 and March 11, 2019, the Company received $ 400,000 400,000 62,500 On April 2, 2019, the Company received $ 125,000 125,000 19,532 As a result of the issuance of the Series A Stock, the Company recorded a beneficial conversion feature and other discounts as a deemed dividend in its consolidated financial statements of $ 740,899 On August 6, 2020, the Company entered into exchange agreements with the holders of 925,000 1,202,500 At December 31, 2021 and December 31, 2020, the Company had no Series B Preferred Stock On August 4, 2020, the Company filed with the Secretary of State of the State of Florida a Certificate of Designation of Preferences, Rights and Limitations of Series B Stock designating 10,000,000 The holder may at any time after the 12-month anniversary of the issuance of the shares of Series B Stock convert such shares into common stock at a conversion price equal to the 30-day volume weighted average price (“VWAP”) of a share of common stock for each share of Series B Stock to be converted. In addition, the Company at any time may require conversion of all or any of the Series B Stock then outstanding at a 50% discount to the 30-day VWAP. Each share of Series B Stock entitles the holder to 1.5625 votes for each share of Series B Stock. The consent of the holders of at least two-thirds of the shares of Series B Stock is required for the amendment to any of the terms of the Series B Stock, to create any additional class of stock unless the stock ranks junior to the Series B Stock, to make any distribution or dividend on any securities ranking junior to the Series B Stock, to merge or sell all or substantially all of the assets of the Company or acquire another business or effectuate any liquidation of the Company. Cumulative dividends accrue on each share of Series B Stock at the rate of 8% per annum of the stated value of $1.00 per share and are payable in common stock in arrears quarterly commencing 90 days from issuance. Upon a liquidation, dissolution or winding up of the Company, the holders of the Series B Stock are entitled to $1.00 per share plus all accrued and unpaid dividends. No distribution may be made to holders of shares of capital stock ranking junior to the Series B Stock upon a liquidation until Series B stockholders receive their liquidation preference. The holders of 66 2/3% of the then outstanding shares of Series B Stock, may elect to deem a merger, reorganization or consolidation of the Company into or with another corporation, not affiliated with said majority, or other similar transaction or series of related transactions in which more than 50% of the voting power of the Company is disposed of in exchange for property, rights or securities distributed to holders thereof by the acquiring person, firm or other entity, or the sale of all or substantially all of the assets of the Company. On June 19, 2020, the Company received gross cash proceeds of $ 250,000 250,000 On August 6, 2020, the Company, entered into debt exchange agreements with holders of the Company’s (i) OID Notes in the aggregate amount of $ 411,223 1,101,000 782,500 3,623,884 In addition, on August 6, 2020, the Company entered into exchange agreements (the “Series A Exchange Agreements”) with the holders of 925,000 1,202,500 On September 22, 2020, the Company received gross cash proceeds of $ 233,500 233,500 On November 30, 2020, the Company entered into debt exchange agreements with holders of the Company’s (i) OID Notes in the aggregate amount of $ 111,250 99,633 316,000 On February 17, 2021, the Company entered into debt exchange agreements with holders of three of the Company’s convertible promissory notes in the aggregate amount of $ 1,700,905 2,564,175 On February 17, 2021, the Company entered into subscription agreements with two accredited investors, pursuant to which the Company sold the investors an aggregate of 300,000 300,000 On March 31, 2021, the Company entered into subscription agreements with two accredited investors, pursuant to which the Company sold the investors an aggregate of 650,000 650,000 On March 31, 2021, the Company issued 75,000 75,000 On May 20, 2021, the Company entered into exchange agreements with all of the holders of Series B Stock (the “Series B Holders”), pursuant to which the Series B Holders agreed to exchange all of the issued and outstanding shares of Series B Stock for shares of the Company’s newly designated Series C Stock, on a one for one basis. As a result of the exchange, all 9,215,059 9,215,059 At December 31, 2021 and 2020, the Company had no 5,625,884 Series C Preferred Stock On May 20, 2021, the Company filed with the Secretary of State of the State of Florida a Certificate of Designation of Preferences, Rights and Limitations of Series C Stock designating 10,000,000 The holder may, at any time after the 6-month anniversary of the issuance of the shares of Series C Preferred Stock, convert such shares into common stock at a conversion rate of $1.92 per share. In addition, the Company may, at any time after the issuance of the shares, convert any or all of the outstanding shares of Series C Preferred Stock at a conversion rate of $1.92 per share. Each share of Series C Stock entitles the holder to 1.5625 votes for each share of Series C Stock. The consent of the holders of at least two-thirds of the shares of Series C Stock is required for the amendment to any of the terms of the Series C Stock, to create any additional class of stock unless the stock ranks junior to the Series C Stock, to make any distribution or dividend on any securities ranking junior to the Series C Stock, to merge or sell all or substantially all of the assets of the Company or acquire another business or effectuate any liquidation of the Company. Cumulative dividends accrue on each share of Series C Stock at the rate of 8% per annum of the stated value of $1.00 per share and are payable in arrears quarterly commencing 90 days from issuance. The dividend shall be payable in shares of common stock (a “PIK Dividend”) and are be due and payable on the date on which such PIK Dividend was declared. Upon a liquidation, dissolution or winding up of the Company, the holders of the Series C Stock are entitled to $1.00 per share plus all accrued and unpaid dividends. No distribution may be made to holders of shares of capital stock ranking junior to the Series C Stock upon a liquidation until Series C stockholders receive their liquidation preference. The holders of 66 2/3% of the then outstanding shares of Series C Stock, may elect to deem a merger, reorganization or consolidation of the Company into or with another corporation, not affiliated with said majority, or other similar transaction or series of related transactions in which more than 50% of the voting power of the Company is disposed of in exchange for property, rights or securities distributed to holders thereof by the acquiring person, firm or other entity, or the sale of all or substantially all of the assets of the Company. On May 20, 2021, the Company entered into exchange agreements with all of the holders of Series B Stock (the “Series B Holders”), pursuant to which the Series B Holders agreed to exchange all of the issued and outstanding shares of Series B Stock for shares of Series C Stock, on a one for one basis. As a result of the exchange, all 9,215,059 issued and outstanding shares of Series B Stock was exchanged for 9,215,059 shares of the Company’s Series C Stock, and all of the exchanged shares of Series B Stock were cancelled. On June 11, 2021, the Company entered into subscription agreements with an accredited investor, pursuant to which the Company sold the investor an aggregate of 100,000 100,000 On September 10, 2021, the Company entered into a debt exchange agreement with a holder of a 10% convertible note pursuant to which 85,250 85,250 As of December 31, 2021 and 2020, the Company had 9,400,259 no Effective December 31, 2021, the Company declared cumulative dividends totaling $459,068 for amounts accrued on its Series C Stock. Common stock The Company is authorized to issue 500,000,000 0.001 5,886,073 Reverse Stock Split On April 7, 2021, the board of directors of the Company approved, and on April 8, 2021, the Company’s shareholders approved, an increase to the range of the ratio for a reverse stock split to a ratio of no less than 1-for-2 and no more than 1-for-50. On May 6, 2021, the board fixed the ratio for a reverse stock split at 1-for-32 Registered Offering On June 21, 2021, the Company sold an aggregate of 2,409,639 units (“Units”), at a price to the public of $4.15 per Unit (the “Offering”), each Unit consisting of one share of the Company’s common stock and a warrant to purchase one share of common stock at an exercise price of $4.565 per share (the “Warrants”), pursuant to a underwriting agreement, dated as of June 16, 2021 (the “Underwriting Agreement”), between the Company and EF Hutton, division of Benchmark Investments, LLC, as representative (“EF Hutton”) of the several underwriters named in the Underwriting Agreement. In addition, pursuant to the Underwriting Agreement, the Company granted EF Hutton a 45-day option (the “Over-Allotment Option”) to purchase up to 361,445 additional Units, to cover over-allotments in connection with the Offering, which EF Hutton exercised with respect to Warrants exercisable for up to an additional 361,445 shares of common stock. The Company received gross proceeds of approximately $10,000,000 in the Offering, before deducting underwriting discounts and commissions and other offering expenses. On July 15, 2021, EF Hutton exercised in full the Over-Allotment Option with respect to all 361,445 1,500,000 Common Stock Issued as Compensation to Employees, Officers and/or Directors During the year ended December 31, 2021, the Company issued 157,943 410,652 During the year ended December 31, 2020, the Company issued 13,125 35,600 Common Stock Issued in Exchange for Consulting, Professional and Other Services During the year ended December 31, 2021, the Company issued 289,670 1,199,135 During the year ended December 31, 2020, the Company issued 202,741 578,645 Common Stock Issued in lieu of Cash for Loans Payable and Other Accrued Obligations During the year ended December 31, 2020, the Company issued 15,625 50,000 Common Stock Issued in Connection with the Conversion of Convertible Note Principal and Accrued Interest During the year ended December 31, 2021, the Company issued 1,594,827 2,048,797 During the year ended December 31, 2020, the Company issued 84,191 110,437 Common Stock Issued in Connection with the Issuance of Convertible Promissory Notes During the year ended December 31, 2021, the Company issued 17,746 39,750 During the year ended December 31, 2020, the Company issued 339,678 736,014 Common Stock Issued in the Acquisition of a Business During the year ended December 31, 2021, the Company issued 1,771,883 5,000,000 Stock Purchase Warrants Stock purchase warrants are accounted for as equity in accordance with ASC 480, Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock, Distinguishing Liabilities from Equity The following table reflects all outstanding and exercisable warrants at December 31, 2021 and 2020. All stock warrants are exercisable for a period ranging from three to five years from the date of issuance. See Note 13 – Debt for more information. Schedule of warrants Number of Warrants Outstanding Weighted Avg. Exercise Price Weighted Avg. Contractual Life (Yrs.) Balance January 1, 2020 177,028 $ 8.91 1.79 Warrants issued 52,600 $ 2.08 Warrants exercised – $ – Warrants forfeited – $ – December 31, 2020 229,628 $ 7.34 1.66 Warrants issued 4,273,733 $ 4.18 Warrants exercised (249,480 ) $ – Warrants forfeited (6,711 ) $ – Balance 31, 2021 4,247,170 $ 4.40 1.75 On June 24, 2021, the Company issued 105,648 117,188 On October 1, 2021, the Company issued 61,934 81,250 On October 27, 2021, the Company received gross proceeds of $ 33,001 17,188 17,188 On October 29, 2021, the Company issued 24,196 33,854 As of December 31, 2021, the outstanding stock purchase warrants had an aggregate intrinsic value of $ 7,395 Stock Options The following table represents all outstanding and exercisable stock options at December 31, 2021. Schedule of options Year Issued Options Options Options Vested Strike Weighted 2013 241,730 (26,063 ) 215,667 215,667 $ 7.68 1.72 2016 169,406 (169,406 ) – – $ – – 2018 1,875 – 1,875 1,875 24.96 1.33 2021 208,500 – 208,500 – $ 2.98 4.58 Total 621,511 (195,469 ) 426,042 217,542 $ 5.46 2.23 On July 29, 2021, the Company granted stock options to purchase an aggregate of 208,500 2.98 5 326.5 0.37 585,728 During the year ended December 31, 2021, the Company recorded $ 82,910 No As of December 31, 2021, the outstanding stock options had an aggregate intrinsic value of $ 0 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 16. COMMITMENTS AND CONTINGENCIES In the ordinary course of business, we and our subsidiaries are subject to various pending and potential legal actions, arbitration proceedings, claims, investigations, examinations, regulatory proceedings, information gathering requests, subpoenas, inquiries and matters relating to compliance with laws and regulations (collectively, legal proceedings). Based on our current knowledge, and taking into consideration our legal expenses, we do not believe we are a party to, nor are any of our subsidiaries the subject of, any legal proceeding that would have a material adverse effect on our consolidated financial condition or liquidity. See also Note 7 (“Leases”). See also Note 14 (“Income Taxes”). |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 17. SUBSEQUENT EVENTS In accordance with FASB ASC 855-10, Subsequent Events Closing of Second Tranche with L1 Capital On January 20, 2022 (the “Second Tranche Closing”), the Company and LI Capital closed on the Second Tranche of the offering, resulting in the issuance of (i) a $1,750,000 10% Original Issue Discount Senior Secured Convertible Note, due July 20, 2023, (the “Second Tranche Note”); and (ii) a five year warrant to purchase 303,682 shares of Common Stock of the Company at an exercise price of $4.20 per share (the “Second Tranche Warrants”), in exchange for consideration of $1,575,000 (i.e. the face amount less the 10% Original Issue Discount of $175,000). In connection with the Second Tranche Closing, the Company paid to EF Hutton a fee of $126,000. The Second Tranche Note is convertible into common stock of the Company at a rate of $4.20 per share (the “Conversion Price”) into 416,667 shares of common stock (the “Second Tranche Conversion Shares”) and, is repayable in 16 equal monthly installments commencing on the date that the SEC declares a registration statement with respect to the resale of such shares effective, with all remaining amounts due on July 20, 2023. The Second Tranche Note is repayable by payment of cash, or, at the discretion of the Company and if the below listed “Equity Conditions” are met, by issuance of shares of the common stock at a price of 95% of the lowest daily VWAP during the ten-trading day period prior to the respective monthly redemption dates (with a floor of $1.92) multiplied by 102% of the amount due on such date. In the event that the ten-trading day VWAP drops below $1.92 the Company will have the right to pay in stock at such ten-trading day VWAP with any shortfall paid in cash. The Conversion Price may be adjusted in the event of dilutive issuances but in no event to less than $0.54 (the “Monthly Conversion Price”). If the Company elects to repay the entire Second Tranche Note by issuance of shares, presuming recent stock prices, an aggregate of approximately 1,201,373 shares may be issued over 16 months plus interest. The Company’s right to make monthly payments in stock in lieu of cash for the Second Tranche Note is conditioned on certain conditions (the “Equity Conditions”). The Equity Conditions required to be met each month in order to redeem the Second Tranche Note with stock in lieu of a monthly cash payment, among other conditions set forth therein, include without limitation, that a registration statement be in effect with respect to the resale of the shares issuable upon conversion or redemption of the Second Tranche Note (or, that an exemption under Rule 144 is available), that no default be in effect, that the average daily trading volume of the Company’s common stock would have to be at least $550,000 during the five trading days prior to the respective monthly redemption and that the outstanding principal amounts of the First Tranche Note and Second Tranche Note combined, shall not exceed 30% of the market capitalization of the Company’s Common Stock as reported on Bloomberg L.P., which percentage is subject to increase by LI Capital at its sole discretion. Other provisions of the Second Tranche Note, which is similar in terms to the First Tranche Note, include that the Second Tranche Note Conversion Price is subject to full anti-dilution price protections in the event of financings that are below the Conversion Price with a floor of $0.54. In the event of an Event of Default as defined in the notes, if the stock price is below the Conversion Price at the time of default and only for so long as a default is continuing, the Second Tranche Notes would be convertible at a rate of 80% of the lowest VWAP in the ten prior trading days, provided, that if the default is cured the default conversion rate elevates back to the normal Conversion Price As part of the Second Tranche Closing, the Company issued Second Tranche Warrants exercisable for five years from the date of issuance, at $4.20 per share which carry the same anti-dilution protection as the Second Tranche Notes, subject to the same adjustment floor. The Second Tranche Warrants are exercisable via cashless exercise only for so long as no registration statement covering resale of the shares is in effect. The Company is required to file a registration statement with the SEC which shall be declared effective on or prior to 75 days the closing of the Second Tranche. The Second Tranche Note continues to be subject to (i) the repayment and performance guarantees by the subsidiaries of the Company pursuant to a subsidiary guaranty and, (ii) the Security Agreement pursuant to which the LI Capital was granted a security interest in all of the assets of the Company and certain of its subsidiaries, each as entered into in connection with the First Tranche closing on September 14, 2021. On January 5, 2022, the Company issued 166,964 shares of common stock to L1 upon the conversion of $275,000 in principal and $5,500 in financing costs for the repayment of monthly installments required under the L1 Note. On January 26, 2022, the Company issued 20,573 shares of common stock to a preferred stockholder upon the conversion of 39,500 shares of its Series C Stock. On February 4, 2022, the Company issued 194,792 shares of common stock to L1 upon the conversion of $275,000 in principal and $5,500 in financing costs for the repayment of monthly installments required under the L1 Note. On February 28, 2022, the Company was notified by L1 that repayment of its next monthly installment would be deferred given that the Company was not in compliance with the L1 Note Equity Conditions. Additionally, it provided the Company with a notice of conversion using the alternative conversion price of 80% of the lowest VWAP in the ten prior trading days as a result of the default. On February 28, 2022, the Company issued 357,143 shares of common stock to L1 upon the conversion of $300,000 in principal. On March 8, 2022, the Company issued 175,253 shares of common stock to the holders of its Series C Stock for PIK Dividends declared and payable at December 31, 2021. On March 10, 2022, the Company issued 461,539 shares of common stock to L1 upon the conversion of $300,000 in principal. On March 11, 2022, the Company issued 192,308 shares of common stock to L1 upon the conversion of $125,000 in principal. On March 17, 2022, the Company issued 461,539 shares of common stock to L1 upon the conversion of $300,000 in principal. On March 18, 2022, the Company issued an aggregate 2,230,771 shares of common stock to L1 upon the conversion of $1,450,000 in principal. On March 18, 2022, the Company issued an aggregate 1,384,616 shares of common stock to L1 upon the conversion of $900,000 in principal. On March 23, 2022, the Company issued 307,693 shares of common stock to L1 upon the conversion of $200,000 in principal. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and are expressed in United States dollars. For the years ended December 31, 2021 and 2020, the consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries Grom Social, TD Holdings, GES, and GNS. The Company recognizes noncontrolling interest related to its less-than-wholly-owned subsidiary, Curiosity, as equity in the consolidated financial statements separate from the parent entity’s equity. The net income (loss) attributable to noncontrolling interest is included in net income (loss) in the consolidated statements of operations and comprehensive loss. All intercompany accounts and transactions are eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The most significant estimates relate to revenue recognition, valuation of accounts receivable and inventories, purchase price allocation of acquired businesses, impairment of long-lived assets and goodwill, valuation of financial instruments, income taxes, and contingencies. The Company bases its estimates on historical experience, known or expected trends and various other assumptions that are believed to be reasonable given the quality of information available as of the date of these financial statements. The results of these assumptions provide the basis for making estimates about the carrying amounts of assets and liabilities that are not readily apparent from other sources. Actual results could differ from these estimates. |
Business Combinations | Business Combinations We generally account for business combinations using the acquisition method of accounting. The method requires the acquirer to recognize the assets acquired, liabilities assumed, and any non-controlling interest in the acquiree at the acquisition date, measured at their fair values as of that date. Any transaction costs are expenses as incurred. The results of operations of businesses acquired by the Company have been included in the consolidated income statement since their respective date of acquisition. The Company may use independent valuation services to assist in determining the estimated fair values. |
Revenue Recognition | Revenue Recognition The Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606) Other Assets and Deferred Costs – Contracts with Customers |
Animation Revenue | Animation Revenue For years ended December 31, 2021 and 2021, the Company recorded a total of $ 5,602,466 and $ 5,483,332 , respectively, of animation revenue from contracts with customers. Animation revenue is primarily generated from contracts with customers for preproduction and production services related to the development of animated movies and television series. Preproduction activities include producing storyboards, location design, model and props design, background color and color styling. Production focuses on library creation, digital asset management, background layout scene assembly, posing, animation and after effects. The Company provides services under fixed-price contracts. Under fixed-price contracts, the Company agrees to perform the specified work for a pre-determined price. To the extent actual costs vary from estimated costs, the Company’s profit may increase, decrease, or result in a loss. The Company identifies a contract under ASC 606 once (i) it is approved by all parties, (ii) the rights of the parties are identified, (iii) the payment terms are identified, (iv) the contract has commercial substance, and (v) collectability of consideration is probable. The Company evaluates the services promised in each contract at inception to determine whether the contract should be accounted for as having one or more performance obligations. The services in the Company’s contracts are distinct from one another as the referring parties typically can direct all, limited, or single portions of the various preproduction and production activities required to create and design and entire episode to us and we therefore have a history of developing standalone selling prices for all of these distinct components. Accordingly, our contracts are typically accounted for as containing multiple performance obligations. The Company determines the transaction price for each contract based on the consideration it expects to receive for the distinct services being provided under the contract. The Company recognizes revenue as performance obligations are satisfied and the customer obtains control of the services. In determining when performance obligations are satisfied, the Company considers factors such as contract terms, payment terms and whether there is an alternative future use of the product or service. Substantially all of the Company’s revenue is recognized over time as it performs under the contract due to the contractual terms present in each contract which irrevocably transfer control of the work product to the customer as the services are performed. For performance obligations recognized over time, revenue is recognized based on the extent of progress made towards completion of the performance obligation. The Company uses the percentage-of-completion cost-to-cost measure of progress because it best depicts the transfer of control to the customer as the Company incurs costs against its contracts. Under the percentage-of-completion cost-to-cost measure of progress, the extent of progress towards completion is measured based on the ratio of costs incurred to date to the total estimated costs to complete the performance obligation. The percentage-of-completion cost-to-cost method requires management to make estimates and assumptions that affect the reported amounts of contract assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The most significant estimates relate to the total estimated amount of costs that will be incurred for a project or job. |
Web Filtering Revenue | Web Filtering Revenue For years ended December 31, 2021 and 2020, the Company recorded a total of $ 594,996 and $ 673,182 , respectively, of web filtering revenue from contracts with customers. Web filtering revenue from subscription sales is recognized on a pro-rata basis over the subscription period. Typically, a subscriber purchases computer hardware and a software and support service license for a period of use between one year to five years. The subscriber is billed in full at the time of the sale. The Company immediately recognizes revenue attributable to the computer hardware as it is non-refundable and control passes to the customer. The advanced billing component for software and service is initially recorded as deferred revenue and subsequently recognized as revenue on a straight-line basis over the subscription period. |
Produced and Licensed Content Revenue | Produced and Licensed Content Revenue Since the acquisition of Curiosity to the period ended December 31, 2021, the Company recorded a total of $ 98,301 Produced and licensed content revenues are generated from the licensing of internally-produced films and television programs. Licensed internally-produced films and television programming, each individual film or episode delivered represents a separate performance obligation and revenues are recognized when the episode is made available to the licensee for exhibition. For license agreements containing multiple deliverables, revenues are allocated based on the relative standalone selling price of each film or episode of a television series, which is based on licenses for comparable films or series within the marketplace. Agreements to license programming are often long term, with collection terms ranging from one to five years. The advanced billing component for licensed content is initially recorded as deferred revenue and subsequently recognized as revenue upon completion of the performance obligation in accordance with the terms of licensing agreement. |
Publishing Revenue | Publishing Revenue Since the acquisition of Curiosity to the period ended December 31, 2021, no publishing revenue has been recorded. Publishing revenues are recognized when merchandise is shipped or electronically delivered to the consumer. Consumer print books are generally sold with a right of return. The Company records a returns reserve and corresponding decrease in revenue at the time of sale based upon historical trends. For publishing revenues, payments are due shortly after shipment or electronic delivery. |
Contract Assets and Liabilities | Contract Assets and Liabilities Animation revenue contracts vary with movie contracts typically allowing for progress billings over the contract term while other episodic development activities are typically billable upon delivery of the performance obligation for an episode. These episodic activities typically create unbilled contract assets between episode delivery dates while movies can create contract assets or liabilities based on the progress of activities versus the arranged billing schedule. Revenues from web filtering contracts are all billed in advance and therefore represent contract liabilities until fully recognized on a ratable basis over the contract life. |
Fair Value Measurements | Fair Value Measurements FASB ASC 820, Fair Value Measurements and Disclosures · Level 1: Quoted prices in active markets for identical assets or liabilities. · Level 2: Inputs other than quoted prices included within Level 1 that are either directly or indirectly observable. · Level 3: Unobservable inputs that are supported by little or no market activity, therefore requiring an entity to develop its own assumptions about the assumptions that market participants would use in pricing. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of December 31, 2021 and 2020. The Company uses the market approach to measure fair value for its Level 1 financial assets and liabilities. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities. The respective carrying value of certain balance sheet financial instruments approximates its fair value. These financial instruments include cash, trade receivables, related party payables, accounts payable, accrued liabilities and short-term borrowings. Fair values were estimated to approximate carrying values for these financial instruments since they are short term in nature, and they are receivable or payable on demand. The estimated fair value of assets and liabilities acquired in business combinations and reporting units and long-lived assets used in the related asset impairment tests utilize inputs classified as Level 3 in the fair value hierarchy. The Company determines the fair value of contingent consideration based on a probability-weighted discounted cash flow analysis. The fair value remeasurement is based on significant inputs not observable in the market and thus represents a Level 3 measurement as defined in the fair value hierarchy. In each period, the Company reassesses its current estimates of performance relative to the stated targets and adjusts the liability to fair value. Any such adjustments are included as a component of Other Income (Expense) in the Consolidated Statements of Operations and Comprehensive Loss. |
Derivative Financial Instruments | Derivative Financial Instruments The Company does not use derivative instruments to hedge exposures to cash flow, market or foreign currency risk. Terms of convertible and other promissory notes are reviewed to determine whether they contain embedded derivative instruments that are required to be accounted for separately from the host contract and recorded on the balance sheet at fair value. The fair value of derivative liabilities is required to be revalued at each reporting date, with corresponding changes in fair value recorded in current period operating results. |
Beneficial Conversion Features | Beneficial Conversion Features In accordance with FASB ASC 470-20, Debt with Conversion and Other Options |
Stock Purchase Warrants | Stock Purchase Warrants The Company accounts for warrants issued to purchase shares of its common stock as equity in accordance with FASB ASC 480, Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock, Distinguishing Liabilities from Equity. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company’s cash and cash equivalents are exposed to concentration of credit risk. The Company maintains cash at various regulated financial institutions which, at times, may be in excess of the federal depository insurance limit. The Company’s management regularly monitors these institutions and believes that the potential for future loss is remote. The Company considers liquid investments with original or acquired maturities of three months or less to be cash equivalents. At December 31, 2021 and 2020, the Company did no |
Accounts Receivable | Accounts Receivable Accounts receivable are customer obligations due under normal trade terms which are recorded at net realizable value. The Company establishes an allowance for doubtful accounts based on management’s assessment of the collectability of trade receivables. A considerable amount of judgment is required in assessing the amount of the allowance. The Company makes judgments about the creditworthiness of each customer based on ongoing credit evaluations and monitors current economic trends that might impact the level of credit losses in the future. If the financial condition of the customers were to deteriorate, resulting in their inability to make payments, a specific allowance will be required. Recovery of bad debt amounts previously written off is recorded as a reduction of bad debt expense in the period the payment is collected. If the Company’s actual collection experience changes, revisions to its allowance may be required. After all attempts to collect a receivable have failed, the receivable is written off against the allowance. Accounts receivable includes unbilled accounts receivable. Unbilled accounts receivable is a contract asset related to amounts that are unbilled due to agreed-upon contractual terms in which billing occurs subsequent to revenue recognition. This situation typically occurs when the Company recognizes revenue for episodic development activities performed but not yet billed. Episodic development activities are typically billable upon delivery. |
Inventory | Inventory Inventory consists of costs incurred to produce animated content for third parties customers. Costs incurred to produce the animated content to customers, which include direct production costs, production overhead and supplies are recognized as work-in-progress inventory. As animated content is completed in accordance with the terms stated by the customer, inventory is classified as finished products and subsequently recognized as cost of services as animated content is accepted by and available to the customer. Carrying amounts of animated content are recorded at the lower of cost or net realizable value. Cost is determined using a weighted average cost method for direct production costs, productions overhead and supplies used for completing animation projects. At December 31, 2021 and 2020, the Company’s inventory totaled $ 91,361 48,198 77,501 48,198 13,860 0 |
Prepublication Costs | Prepublication Costs Prepublication costs include costs incurred to create and develop the art, prepress, editorial, digital conversion and other content required for the creation of the master copy of a book or other media. Prepublication costs are amortized on a straight-line basis over a two- to five-year period based on expected future revenue. The Company regularly reviews the recoverability of the capitalized costs based on expected future revenues. |
Produced and Licensed Content Costs | Produced and Licensed Content Costs Produced and licensed content costs include capitalizable direct costs, production overhead, interest and development costs and are stated at the lower of cost, less accumulated amortization, or fair value. Marketing, distribution and general and administrative costs are expensed as incurred. Film, television and direct to consumers through streaming services production and residual costs are expensed over the product life cycle based upon the ratio of the current period’s revenues to estimated remaining total revenues (Ultimate Revenues) for each production. For film productions and direct to consumer services, Ultimate Revenues include revenues from all sources that will be earned within ten years from the date of the initial release. For television series, Ultimate Revenues include revenues that will be earned within ten years from delivery of the first episode, or if still in production, five years from delivery of the most recent episode, if later. Costs of film, television and direct to consumer productions are subject to regular recoverability assessments, which compare the estimated fair values with the unamortized costs. The Company bases these fair value measurements on the Company’s assumptions about how market participants would price the assets at the balance sheet date, which may be different than the amounts ultimately realized in future periods. The amount by which the unamortized costs of film and television productions exceed their estimated fair values is written off. Costs for projects that have been abandoned are written off. Projects that have not been set for production within three years are also written off unless management has committed to a plan to proceed with the project and is actively working on and funding the project. |
Capitalized Website Development Costs | Capitalized Website Development Costs The Company capitalizes certain costs associated with the development of its Santa.com website after the preliminary project stage is complete and until the website is ready for its intended use. Planning and operating costs are expensed as incurred. Capitalization begins when the preliminary project stage is complete, project plan is defined, functionalities are determined and internal and external resources are identified. Qualified costs incurred during the operating stage of our software applications relating to upgrades and enhancements are capitalized to the extent it is probable that they will result in added functionality, while costs that cannot be separated between maintenance of, and minor upgrades and enhancements to the websites are expensed as incurred. Capitalized website costs are amortized on a straight-line basis over their estimated useful life of three years beginning with the time when it is ready for intended use. Amounts amortized are presented through cost of sales. Management evaluates the useful lives of these assets on an annual basis and tests for impairment whenever events or changes in circumstances occur that could impact the recoverability of these assets. Since the acquisition of Curiosity and to the period ended December 31, 2021, the Company capitalized $ 411,799 |
Property and Equipment | Property and Equipment Property and equipment are stated at cost or fair value if acquired as part of a business combination. Depreciation is computed by the straight-line method and is charged to operations over the estimated useful lives of the assets. Maintenance and repairs are charged to expense as incurred. The carrying amount and accumulated depreciation of assets sold or retired are removed from the accounts in the year of disposal and any resulting gain or loss is included in results of operations. The estimated useful lives of property and equipment are as follows: Property and equipment useful lives Computers, software, and office equipment 1 – 5 years Capitalized website development cost 3 years Machinery and equipment 3 – 5 years Vehicles 5 years Furniture and fixtures 5 – 10 years Leasehold improvements Lesser of the lease term or estimated useful life Construction in process is not depreciated until the construction is completed and the asset is placed into service. |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Goodwill represents the future economic benefit arising from other assets acquired that could not be individually identified and separately recognized. The goodwill arising from the Company’s acquisitions is attributable to the value of the potential expanded market opportunity with new customers. Intangible assets have either an identifiable or indefinite useful life. Intangible assets with identifiable useful lives are amortized on a straight-line basis over their economic or legal life, whichever is shorter. The Company’s amortizable intangible assets consist of customer relationships and non-compete agreements. Their useful lives range from 1.5 10 Goodwill and indefinite-lived assets are not amortized but are subject to annual impairment testing unless circumstances dictate more frequent assessments. The Company performs an annual impairment assessment for goodwill and indefinite-lived assets during the fourth quarter of each year and more frequently whenever events or changes in circumstances indicate that the fair value of the asset may be less than the carrying amount. Goodwill impairment testing is a two-step process performed at the reporting unit level. Step one compares the fair value of the reporting unit to its carrying amount. The fair value of the reporting unit is determined by considering both the income approach and market approaches. The fair values calculated under the income approach and market approaches are weighted based on circumstances surrounding the reporting unit. Under the income approach, the Company determines fair value based on estimated future cash flows of the reporting unit, which are discounted to the present value using discount factors that consider the timing and risk of cash flows. For the discount rate, the Company relies on the capital asset pricing model approach, which includes an assessment of the risk-free interest rate, the rate of return from publicly traded stocks, the Company’s risk relative to the overall market, the Company’s size and industry and other Company-specific risks. Other significant assumptions used in the income approach include the terminal value, growth rates, future capital expenditures and changes in future working capital requirements. The market approaches use key multiples from guideline businesses that are comparable and are traded on a public market. If the fair value of the reporting unit is greater than its carrying amount, there is no impairment. If the reporting unit’s carrying amount exceeds its fair value, then the second step must be completed to measure the amount of impairment, if any. Step two calculates the implied fair value of goodwill by deducting the fair value of all tangible and intangible net assets of the reporting unit from the fair value of the reporting unit as calculated in step one. In this step, the fair value of the reporting unit is allocated to all of the reporting unit’s assets and liabilities in a hypothetical purchase price allocation as if the reporting unit had been acquired on that date. If the carrying amount of goodwill exceeds the implied fair value of goodwill, an impairment loss is recognized in an amount equal to the excess. Indefinite-lived intangible assets are evaluated for impairment at the individual asset level by assessing whether it is more likely than not that the asset is impaired (for example, that the fair value of the asset is below its carrying amount). If it is more likely than not that the asset is impaired, its carrying amount is written down to its fair value. Determining the fair value of a reporting unit is judgmental in nature and requires the use of significant estimates and assumptions, including revenue growth rates, strategic plans, and future market conditions, among others. There can be no assurance that the Company’s estimates and assumptions made for purposes of the goodwill impairment testing will prove to be accurate predictions of the future. Changes in assumptions and estimates could cause the Company to perform an impairment test prior to scheduled annual impairment tests. The Company performed its annual fair value assessment at December 31, 2021 on its subsidiaries with material goodwill and intangible asset amounts on their respective balance sheets and determined that an impairment charge of $ 362,798 |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company evaluates the recoverability of its long-lived assets whenever events or changes in circumstances have indicated that an asset may not be recoverable. The long-lived asset is grouped with other assets at the lowest level for which identifiable cash flows are largely independent of the cash flows of other groups of assets and liabilities. If the sum of the projected undiscounted cash flows is less than the carrying value of the assets, the assets are written down to the estimated fair value. The Company evaluated the recoverability of its long-lived assets on December 31, 2021, respectively on its subsidiaries with material amounts on their respective balance sheets and determined that no impairment exists. |
Income Taxes | Income Taxes The Company accounts for income taxes under FASB ASC 740, Accounting for Income Taxes Accounting for Uncertainty in Income Taxes The amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement. The Company assesses the validity of its conclusions regarding uncertain tax positions on a quarterly basis to determine if facts or circumstances have arisen that might cause it to change its judgment regarding the likelihood of a tax position’s sustainability under audit. |
Right of Use Assets and Lease Liabilities | Right of Use Assets and Lease Liabilities FASB ASU No. 2016-02, “Leases” (ASC 842) requires lessees to recognize almost all leases on the balance sheet as a right of use (“ROU”) asset and a lease liability and requires leases to be classified as either an operating or a finance type lease. The standard excludes leases of intangible assets or inventory, and permits the exclusion of leases with an original lease term of less than one year. Under ASC 842, the Company determines if an arrangement is a lease at inception. ROU assets and liabilities are recognized at commencement date based on the present value of remaining lease payments over the lease term. For this purpose, the Company considers only payments that are fixed and determinable at the time of commencement. As most of the Company's leases do not provide an implicit rate, the Company estimated the incremental borrowing rate in determining the present value of lease payments. The ROU asset also includes any lease payments made prior to commencement and is recorded net of any lease incentives received. The Company lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise such options. Operating leases are included in operating lease right-of-use assets, operating lease liabilities, current and operating lease liabilities, non-current on the Company's consolidated balance sheets. |
Foreign Currency Translation | Foreign Currency Translation The functional and reporting currency of TD Holdings and TDAHK is the Hong Kong Dollar. The functional and reporting currency of Top Draw is the Philippine Peso. Management applies the guidance within FASB ASC 830, Foreign Currency Matters Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Exchange gains or losses arising from foreign currency transactions are included in the determination of net income for the respective periods. Assets and liabilities of the Company’s operations are translated into the reporting currency, United States dollars, at the exchange rate in effect at the balance sheet dates. Revenue and expenses are translated at average rates in effect during the reporting periods. Equity transactions are recorded at the historical rate when the transaction occurred. The resulting translation adjustment is reflected as accumulated other comprehensive income, a separate component of stockholders' equity in the statement of stockholders' equity. Differences may arise in the amount of bad debt expense, depreciation expense and amortization expense reported in the Company's operating results as compared to the corresponding change in the allowance for doubtful accounts, accumulated depreciation, and accumulated amortization, respectively, due to foreign currency translation. These translation adjustments are reflected in accumulated other comprehensive income, a separate component of the Company's stockholders' equity. |
Comprehensive Gain or Loss | Comprehensive Gain or Loss FASB ASC 220, Comprehensive Income |
Advertising Expenses | Advertising Expenses Advertising costs are expensed as incurred and included in selling, general and administrative expenses. |
Interest | Interest Cost associated with the refinancing or issuance of debt, as well as debt discounts or premiums, are recorded as interest over the term of the related debt using the effective interest method. |
Shipping and Handling Costs | Shipping and Handling Costs Shipping and handling costs related to the acquisition of goods from vendors are included in the cost of sales. |
Stock-Based Compensation | Stock-Based Compensation The Company grants stock-based compensation to its employees through awards of restricted stocks. The amount of stock-based compensation expense related to awards of restricted stock is based on the fair value of the Company’s common stock at the date of grant. |
Basic and Diluted Net Income (Loss) Per Share | Basic and Diluted Net Income (Loss) Per Share The Company computes net income (loss) per share in accordance with FASB ASC 260, Earnings per Share 1,193,885 4,895,968 217,542 4,264,358 |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new pronouncements that have been issued that might have a material impact on its financial position or results of operations except as noted below: In January 2017, the FASB issued Accounting Standards Update No. 2017-04, Simplifying the Test for Goodwill Impairment On November 15, 2019, the FASB issued ASU 2019-10, which (1) provides a framework to stagger effective dates for future major accounting standards and (2) amends the effective dates for certain major new accounting standards to give implementation relief to certain types of entities. Specifically, ASU 2019-10 amends the effective date for ASU 2017-04 to fiscal years beginning after December 15, 2022, and interim periods therein. Early adoption continues to be permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company does not anticipate the adoption of ASU 2017-04 will have a material impact on its financial statements for both annual and interim reporting periods. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740) 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 Entity’s Own Equity (Subtopic 815 – 40) In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity s Own Equity (Subtopic 815-40): Issuer s Accounting for Certain Modification or Exchanges of Freestanding Equity-Classified Written Call Options |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Property and equipment useful lives | Property and equipment useful lives Computers, software, and office equipment 1 – 5 years Capitalized website development cost 3 years Machinery and equipment 3 – 5 years Vehicles 5 years Furniture and fixtures 5 – 10 years Leasehold improvements Lesser of the lease term or estimated useful life |
ACCOUNTS RECEIVABLE, NET (Table
ACCOUNTS RECEIVABLE, NET (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Receivables [Abstract] | |
Schedule of accounts receivable | The following table sets forth the components of the Company’s accounts receivable at December 31, 2021 and 2020: Schedule of accounts receivable December 31, 2021 December 31, 2020 Billed accounts receivable $ 822,536 $ 443,806 Unbilled accounts receivable 187,751 188,029 Allowance for doubtful accounts (41,708 ) (43,903 ) Total accounts receivable, net $ 968,579 $ 587,932 |
PREPAID EXPENSES AND OTHER CU_2
PREPAID EXPENSES AND OTHER CURRENT ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Prepaid Expenses And Other Current Assets | |
Schedule of prepaid expenses and other current assets | Schedule of prepaid expenses and other current assets December 31, 2021 December 31, 2020 Prepaid rent $ 32,139 $ 18,679 Vendor advances 6,631 6,085 Prepaid service agreements 139,670 101,886 Employee advance and other payroll related items 192,339 74,773 Other prepaid expenses and current assets 86,799 184,742 Total prepaid expenses and other current assets $ 457,578 $ 386,165 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | Schedule of property and equipment December 31, 2021 December 31, 2020 Cost Accumulated Net Book Cost Accumulated Net Book Capital assets subject to depreciation: Computers, software and office equipment $ 2,698,172 $ (2,399,978 ) $ 298,194 $ 2,800,872 $ (2,257,797 ) $ 543,075 Machinery and equipment 183,618 (162,647 ) 20,971 192,988 (152,149 ) 40,839 Vehicles 101,674 (76,497 ) 25,177 163,525 (106,826 ) 56,699 Furniture and fixtures 401,862 (365,075 ) 36,787 422,234 (364,655 ) 57,579 Leasehold improvements 1,086,518 (955,547 ) 130,971 1,143,704 (903,381 ) 240,323 Total fixed assets 4,471,844 (3,959,744 ) 512,100 4,723,323 (3,784,808 ) 938,515 Capital assets not subject to depreciation: Construction in progress 65,888 – 65,888 26,594 – 26,594 Total fixed assets $ 4,537,732 $ (3,959,744 ) $ 577,988 $ 4,749,917 $ (3,784,808 ) $ 965,109 |
OTHER ASSETS (Tables)
OTHER ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of other assets | Schedule of other assets December 31, 2021 December 31, 2020 Capitalized website development costs $ 411,800 $ – Prepublication costs 152,286 – Produced and licensed content costs 76,701 – Deposits 76,052 76,175 Other noncurrent assets 4,321 – Total other assets $ 721,160 $ 76,175 |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases | |
Schedule of future minimum lease payments | Schedule of future minimum lease payments 2022 $ 420,990 2023 $ 117,281 2024 $ 53,101 2025 $ 43,306 2026 $ 45,471 Thereafter $ 47,744 |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of goodwill | Schedule of goodwill Balance, January 1, 2020 $ 8,853,261 Impairment charge (472,757 ) Balance, December 31, 2020 8,380,504 Acquisition of Curiosity 14,271,969 Impairment charge (276,448 ) Balance, December 31, 2021 $ 22,376,025 |
Schedule of intangible assets | Schedule of intangible assets Current Year Period Prior Year End Amortization Period (Years) Gross Carrying Amount Accumulated Amortization Accumulated Impairment Net Book Value Gross Carrying Amount Accumulated Amortization Accumulated Impairment Net Book Value Intangible assets subject to amortization: Customer relationships 10.00 1,600,286 (876,457 ) (37,002 ) 686,827 1,600,286 (716,429 ) – 883,857 Mobile software applications 2.00 282,500 (282,500 ) – – 282,500 (282,500 ) – – NetSpective webfiltering software 2.00 1,134,435 (1,134,435 ) – – 1,134,435 (907,548 ) – 226,887 Noncompete agreements 1.50 846,638 (846,638 ) – – 846,638 (846,638 ) – – Subtotal 3,863,859 (3,140,030 ) (37,002 ) 686,827 3,863,859 (2,753,115 ) – 1,110,745 Intangible assets not subject to amortization: Trade names – 4,455,595 – (69,348 ) 4,386,247 4,455,595 – – 4,455,595 Total intangible assets 8,319,454 (3,140,030 ) (106,350 ) 5,073,074 8,319,454 (2,753,115 ) – 5,566,339 |
Schedule of amortization expense for intangible assets | Schedule of amortization expense for intangible assets 2022 $ 152,628 2023 152,628 2024 152,628 2025 152,628 2026 76,315 Thereafter – Future amortization total $ 686,827 |
ACCOUNTS PAYABLE AND ACCRUED _2
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
Schedule of accounts payable and accrued liabilities | Schedule of accounts payable and accrued liabilities December 31, 2021 December 31, 2020 Executive and employee compensation $ 238,669 $ 1,642,959 Interest on convertible promissory notes 31,997 134,127 Other accrued expenses and liabilities 129,663 17,156 Total accrued liabilities $ 400,329 $ 1,794,242 |
DEBT (Tables)
DEBT (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of convertible debt | Schedule of convertible debt December 31, December 31, 8% Unsecured Convertible Notes (Curiosity) $ 278,000 $ – 8% - 12% Convertible Promissory Notes (Bridge Notes) – 373,587 10% Unsecured Convertible Redeemable Notes – Variable Conversion Price – 265,000 10% Senior Secured Convertible Note with Original Issuance Discount (L1 Capital Global Master Fund or “L1”) 4,125,000 – 10% Secured Convertible Notes with Original Issuance Discounts (OID Notes) 75,000 153,250 12% Senior Secured Convertible Notes (Newbridge) – 52,572 12% Senior Secured Convertible Notes (Original TDH Notes) – 882,175 12% Senior Secured Convertible Notes (TDH Secured Notes) 330,039 1,645,393 12% Senior Secured Convertible Notes (Additional Secured Notes) 63,099 260,315 Loan discounts (1,550,540 ) (385,266 ) Total convertible notes, net 3,320,598 3,247,026 Less: current portion of convertible notes, net (2,604,346 ) (2,349,677 ) Convertible notes, net $ 716,252 $ 897,349 |
Schedule of future debt maturity payments | Schedule of future debt maturity payments 2022 $ 3,828,891 2023 $ 996,165 2024 $ 46,082 2025 $ – 2026 and thereafter $ – |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of income tax expense (benefit) | Schedule of income tax expense (benefit) December 31, 2021 December 31, 2020 Current: Federal $ – $ – State and local – – Foreign – – Total current – – Deferred: Federal – – State and local – – Foreign 21,042 (224,027 ) Total deferred 21,042 (224,027 ) Total $ 21,042 $ (224,027 ) |
Schedule of reconciliation of effective income tax rate | Schedule of reconciliation of effective income tax rate December 31, December 31, 2020 Tax benefit at the statutory federal rate – % – % Increase (decrease) in rate(s) resulting from: Foreign operations, net (0.2 ) 3.8 Change in deferred taxes 21.2 17.2 Change in valuation allowance (21.2 ) (17.2 ) Total (0.2) % 3.8 % |
Schedule of income tax payable | Schedule of income tax payable December 31, 2021 December 31, Federal $ – $ – State and local – – Foreign – – Total $ – $ – |
Schedule of deferred income taxes | Schedule of deferred income taxes December 31, 2021 December 31, 2020 Non-current deferred tax assets: Retirement benefits $ 105,178 $ 110,263 Write down of investment(s) 65,254 68,408 Deferred revenue net 142,235 149,112 Other 152,965 203,774 Net operating loss carryforwards 6,646,897 5,009,036 Less: valuation allowance (6,646,897 ) (5,009,036 ) Total non-current deferred tax asset 465,632 531,557 Total deferred tax asset $ 465,632 $ 531,557 |
STOCKHOLDERS_ EQUITY (Tables)
STOCKHOLDERS’ EQUITY (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Schedule of warrants | Schedule of warrants Number of Warrants Outstanding Weighted Avg. Exercise Price Weighted Avg. Contractual Life (Yrs.) Balance January 1, 2020 177,028 $ 8.91 1.79 Warrants issued 52,600 $ 2.08 Warrants exercised – $ – Warrants forfeited – $ – December 31, 2020 229,628 $ 7.34 1.66 Warrants issued 4,273,733 $ 4.18 Warrants exercised (249,480 ) $ – Warrants forfeited (6,711 ) $ – Balance 31, 2021 4,247,170 $ 4.40 1.75 |
Schedule of options | Schedule of options Year Issued Options Options Options Vested Strike Weighted 2013 241,730 (26,063 ) 215,667 215,667 $ 7.68 1.72 2016 169,406 (169,406 ) – – $ – – 2018 1,875 – 1,875 1,875 24.96 1.33 2021 208,500 – 208,500 – $ 2.98 4.58 Total 621,511 (195,469 ) 426,042 217,542 $ 5.46 2.23 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Computers Software [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment useful lives | 1 – 5 years |
Capitalized Website Development Cost [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment useful lives | 3 years |
Machinery and Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment useful lives | 3 – 5 years |
Vehicles [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment useful lives | 5 years |
Furniture and Fixtures [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment useful lives | 5 – 10 years |
Leasehold Improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment useful lives | Lesser of the lease term or estimated useful life |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | Jul. 15, 2021 | Jun. 21, 2021 | Oct. 27, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Sep. 14, 2021 |
Product Information [Line Items] | ||||||
Stock Issued During Period, Shares, New Issues | 17,188 | |||||
Proceeds from Issuance or Sale of Equity | $ 33,001 | |||||
Cash | $ 6,530,161 | |||||
[custom:WorkingCapital-0] | 3,291,943 | |||||
Revenue from Contract with Customer, Excluding Assessed Tax | 6,297,922 | $ 6,159,531 | ||||
Cash Equivalents, at Carrying Value | 0 | 0 | ||||
Inventory, Net | 91,361 | 48,198 | ||||
Inventory, Work in Process, Net of Reserves | 77,501 | 48,198 | ||||
Inventory, Finished Goods, Net of Reserves | 13,860 | 0 | ||||
Costs Incurred, Development Costs | 411,799 | |||||
Other Asset Impairment Charges | $ 362,798 | |||||
Convertible Notes [Member] | ||||||
Product Information [Line Items] | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 1,193,885 | |||||
Convertible Preferred Stock [Member] | ||||||
Product Information [Line Items] | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 4,895,968 | |||||
Vested Stock Options [Member] | ||||||
Product Information [Line Items] | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 217,542 | |||||
Purchase Warrants [Member] | ||||||
Product Information [Line Items] | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 4,264,358 | |||||
Intangible Assets [Member] | Minimum [Member] | ||||||
Product Information [Line Items] | ||||||
Finite-Lived Intangible Asset, Useful Life | 1 year 6 months | |||||
Intangible Assets [Member] | Maximum [Member] | ||||||
Product Information [Line Items] | ||||||
Finite-Lived Intangible Asset, Useful Life | 10 years | |||||
Animation Revenue [Member] | ||||||
Product Information [Line Items] | ||||||
Revenue from Contract with Customer, Excluding Assessed Tax | $ 5,602,466 | 5,483,332 | ||||
Web Filtering Revenue [Member] | ||||||
Product Information [Line Items] | ||||||
Revenue from Contract with Customer, Excluding Assessed Tax | 594,996 | $ 673,182 | ||||
Produced And Licensed Content Revenue [Member] | ||||||
Product Information [Line Items] | ||||||
Revenue from Contract with Customer, Excluding Assessed Tax | $ 98,301 | |||||
Securities Purchase Agreement [Member] | ||||||
Product Information [Line Items] | ||||||
Long-term Debt | $ 4,400,000 | |||||
Common Stockand Warrants [Member] | ||||||
Product Information [Line Items] | ||||||
Stock Issued During Period, Shares, New Issues | 361,445 | 2,409,639 | ||||
Proceeds from Issuance or Sale of Equity | $ 1,500,000 | $ 10,000,000 |
Schedule of accounts receivable
Schedule of accounts receivable (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Receivables [Abstract] | ||
Billed accounts receivable | $ 822,536 | $ 443,806 |
Unbilled accounts receivable | 187,751 | 188,029 |
Allowance for doubtful accounts | (41,708) | (43,903) |
Total accounts receivable, net | $ 968,579 | $ 587,932 |
ACCOUNTS RECEIVABLE, NET (Detai
ACCOUNTS RECEIVABLE, NET (Details Narrative) - Customer Concentration Risk [Member] | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue Benchmark [Member] | Four Customers [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Concentration Risk, Percentage | 69.10% | |
Revenue Benchmark [Member] | Three Customers [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Concentration Risk, Percentage | 68.50% | |
Accounts Receivable [Member] | Two Customers [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Concentration Risk, Percentage | 61.30% | |
Accounts Receivable [Member] | Two Customer [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Concentration Risk, Percentage | 29.90% |
Schedule of prepaid expenses an
Schedule of prepaid expenses and other current assets (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Prepaid Expense and Other Assets, Current | $ 457,578 | $ 386,165 |
Prepaid Rent [Member] | ||
Prepaid Expense and Other Assets, Current | 32,139 | 18,679 |
Vendor Advances [Member] | ||
Prepaid Expense and Other Assets, Current | 6,631 | 6,085 |
Prepaid Service Agr [Member] | ||
Prepaid Expense and Other Assets, Current | 139,670 | 101,886 |
Employee Advance Other [Member] | ||
Prepaid Expense and Other Assets, Current | 192,339 | 74,773 |
Other Prepaid [Member] | ||
Prepaid Expense and Other Assets, Current | $ 86,799 | $ 184,742 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 4,537,732 | $ 4,749,917 |
Accumulated depreciation | (3,959,744) | (3,784,808) |
Property and equipment, net | 577,988 | 965,109 |
Computers Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 2,698,172 | 2,800,872 |
Accumulated depreciation | (2,399,978) | (2,257,797) |
Property and equipment, net | 298,194 | 543,075 |
Machinery and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 183,618 | 192,988 |
Accumulated depreciation | (162,647) | (152,149) |
Property and equipment, net | 20,971 | 40,839 |
Vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 101,674 | 163,525 |
Accumulated depreciation | (76,497) | (106,826) |
Property and equipment, net | 25,177 | 56,699 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 401,862 | 422,234 |
Accumulated depreciation | (365,075) | (364,655) |
Property and equipment, net | 36,787 | 57,579 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 1,086,518 | 1,143,704 |
Accumulated depreciation | (955,547) | (903,381) |
Property and equipment, net | 130,971 | 240,323 |
Construction in Progress [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 65,888 | 26,594 |
Accumulated depreciation | 0 | 0 |
Property and equipment, net | $ 65,888 | $ 26,594 |
PROPERTY AND EQUIPMENT (Detai_2
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation | $ 426,654 | $ 461,548 |
Schedule of other assets (Detai
Schedule of other assets (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Capitalized website development costs | $ 411,800 | $ 0 |
Prepublication costs | 152,286 | 0 |
Produced and licensed content costs | 76,701 | 0 |
Deposits | 76,052 | 76,175 |
Other noncurrent assets | 4,321 | 0 |
Total other assets | $ 721,160 | $ 76,175 |
Schedule of future minimum leas
Schedule of future minimum lease payments (Details) | Dec. 31, 2021USD ($) |
Leases | |
2022 | $ 420,990 |
2023 | 117,281 |
2024 | 53,101 |
2025 | 43,306 |
2026 | 45,471 |
Thereafter | $ 47,744 |
LEASES (Details Narrative)
LEASES (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Oct. 31, 2021 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Leases | ||||
[custom:OperatingLeaseRightOfUseAssets-0] | $ 281,575 | |||
Operating Leases, Rent Expense, Minimum Rentals | $ 117,607 | $ 270,293 | ||
Operating Lease, Payments | $ 387,360 | |||
Operating Lease, Weighted Average Remaining Lease Term | 1 year 8 months 12 days | |||
Operating Lease, Weighted Average Discount Rate, Percent | 10.00% | |||
Operating Lease, Expense | $ 380,297 | $ 363,974 | ||
2022 | 333,020 | |||
2023 | 50,751 | |||
2024 | 27,238 | |||
2025 | 32,024 | |||
2026 | 37,391 | |||
Thereafter | $ 43,404 |
BUSINESS COMBINATIONS (Details
BUSINESS COMBINATIONS (Details Narrative) - USD ($) | Aug. 19, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Business Acquisition [Line Items] | |||
Goodwill | $ 22,376,025 | $ 8,380,504 | |
[custom:ContingentPurchaseConsideration] | $ 5,586,493 | $ 0 | |
Curiosity Ink Media L L C [Member] | |||
Business Acquisition [Line Items] | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents | $ 26,408 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Inventory | 65,734 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Other | 187,920 | ||
[custom:GoodwillAndIntangibleAssets-0] | 14,271,969 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Accounts Payable | (113,462) | ||
[custom:BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedCurrentLiabilitiesNoncontrollingInterest-0] | (2,752,114) | ||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net | 11,686,455 | ||
Curiosity Ink Media L L C [Member] | |||
Business Acquisition [Line Items] | |||
Equity Method Investment, Ownership Percentage | 80.00% | ||
Payments to Acquire Businesses, Gross | 400,000 | ||
Goodwill | $ 14,271,969 | ||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 5,421,962 | ||
Notes Issued | $ 278,000 | ||
[custom:ContingentPurchaseConsideration] | 5,586,493 | ||
Business Combination, Consideration Transferred | $ 11,686,455 | ||
Curiosity Ink Media L L C [Member] | Convertible Promissory Note [Member] | |||
Business Acquisition [Line Items] | |||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | ||
Debt Instrument, Face Amount | $ 278,000 |
GOODWILL AND INTANGIBLE ASSET_2
GOODWILL AND INTANGIBLE ASSETS (Details-Goodwill) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Impairment Effects on Earnings Per Share [Line Items] | ||
Goodwill, Beginning Balance | $ 8,380,504 | |
Goodwill, Impairment Loss | $ (472,757) | |
Goodwill, Ending Balance | 22,376,025 | 8,380,504 |
Goodwill [Member] | ||
Impairment Effects on Earnings Per Share [Line Items] | ||
Goodwill, Beginning Balance | 8,380,504 | 8,853,261 |
Goodwill, Impairment Loss | (276,448) | (472,757) |
Goodwill, Acquired During Period | 14,271,969 | |
Goodwill, Ending Balance | $ 22,376,025 | $ 8,380,504 |
GOODWILL AND INTANGIBLE ASSET_3
GOODWILL AND INTANGIBLE ASSETS (Details - Intangibles) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | ||
Finite intangible assets, gross | $ 3,863,859 | $ 3,863,859 |
Accumulated amortization | (3,140,030) | (2,753,115) |
Accumulated impairment | (37,002) | 0 |
Indefinite lived intangible asset | 686,827 | 1,110,745 |
Total intangible assets | 8,319,454 | 8,319,454 |
Total intangible assets | 5,073,074 | 5,566,339 |
Trade Names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Accumulated impairment | (69,348) | |
Indefinite lived intangible asset | 4,386,247 | |
Indefinite lived intangible asset | $ 4,455,595 | 4,455,595 |
Customer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 10 years | |
Finite intangible assets, gross | $ 1,600,286 | 1,600,286 |
Accumulated amortization | (876,457) | (716,429) |
Accumulated impairment | (37,002) | 0 |
Indefinite lived intangible asset | $ 686,827 | 883,857 |
Mobile Software App [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 2 years | |
Finite intangible assets, gross | $ 282,500 | 282,500 |
Accumulated amortization | (282,500) | (282,500) |
Accumulated impairment | 0 | 0 |
Indefinite lived intangible asset | $ 0 | 0 |
Net Spective Webfiltering Software [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 2 years | |
Finite intangible assets, gross | $ 1,134,435 | 1,134,435 |
Accumulated amortization | (1,134,435) | (907,548) |
Accumulated impairment | 0 | 0 |
Indefinite lived intangible asset | $ 0 | 226,887 |
Noncompete Agreements [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 1 year 6 months | |
Finite intangible assets, gross | $ 846,638 | 846,638 |
Accumulated amortization | (846,638) | (846,638) |
Accumulated impairment | 0 | 0 |
Indefinite lived intangible asset | $ 0 | $ 0 |
GOODWILL AND INTANGIBLE ASSET_4
GOODWILL AND INTANGIBLE ASSETS (Details - Amortization schedule) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2022 | $ 152,628 | |
2023 | 152,628 | |
2024 | 152,628 | |
2025 | 152,628 | |
2026 | 76,315 | |
Thereafter | 0 | |
Future amortization total | $ 686,827 | $ 1,110,745 |
GOODWILL AND INTANGIBLE ASSET_5
GOODWILL AND INTANGIBLE ASSETS (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | ||
Goodwill, Impairment Loss | $ 472,757 | |
Goodwill | $ 22,376,025 | 8,380,504 |
Amortization of Intangible Assets | 386,916 | 386,916 |
Other Asset Impairment Charges | 362,798 | |
Net Spective Webfiltering [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Other Asset Impairment Charges | 106,350 | |
Net Spective Webfilter [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Goodwill, Impairment Loss | $ 276,448 | |
Fyoosion L L C [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Goodwill, Impairment Loss | 420,257 | |
Bonnie Boat And Friends [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Goodwill, Impairment Loss | $ 52,500 |
ACCOUNTS PAYABLE AND ACCRUED _3
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Executive and employee compensation | $ 238,669 | $ 1,642,959 |
Interest on convertible promissory notes | 31,997 | 134,127 |
Other accrued expenses and liabilities | 129,663 | 17,156 |
Total accrued liabilities | $ 400,329 | $ 1,794,242 |
RELATED PARTY PAYABLES AND AC_2
RELATED PARTY PAYABLES AND ACTIVITY (Details Narrative) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 | Jul. 13, 2018 | Jul. 11, 2018 |
Related Party Transaction [Line Items] | ||||
Accounts Payable, Related Parties | $ 50,000 | $ 143,741 | ||
Darren Marks [Member] | ||||
Related Party Transaction [Line Items] | ||||
Accounts Payable, Related Parties | 36,026 | 29,050 | ||
Mr Leiner [Member] | ||||
Related Party Transaction [Line Items] | ||||
Notes Payable, Related Parties | 0 | 47,707 | ||
Mark Llc [Member] | ||||
Related Party Transaction [Line Items] | ||||
Accounts Payable, Related Parties | 0 | 43,429 | ||
Leiner Llc [Member] | ||||
Related Party Transaction [Line Items] | ||||
Accounts Payable, Related Parties | $ 0 | $ 50,312 | ||
Rutherford [Member] | ||||
Related Party Transaction [Line Items] | ||||
Accounts Payable, Related Parties | $ 50,000 | |||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% |
OTHER NONCURRENT LIABILITIES (D
OTHER NONCURRENT LIABILITIES (Details Narrative) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Other Liabilities Disclosure [Abstract] | ||
Accrued Employee Benefits, Current | $ 390,833 | $ 367,544 |
DEBT (Details - Convertible deb
DEBT (Details - Convertible debentures) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 | Jul. 09, 2019 | Jun. 20, 2016 |
Debt Instrument [Line Items] | ||||
Convertible Notes Payable | $ 3,320,598 | $ 3,247,026 | ||
Convertible Debt, Current | (2,604,346) | (2,349,677) | ||
Convertible Debt, Noncurrent | 716,252 | 897,349 | ||
Unsecured Convertible Notes Curiosity [Member] | ||||
Debt Instrument [Line Items] | ||||
Convertible debt, gross | 278,000 | 0 | ||
Convertible Promissory Notes Bridge Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Convertible debt, gross | 0 | 373,587 | ||
Unsecured Convertible Redeemable Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Convertible debt, gross | 0 | 265,000 | ||
Debt Instrument, Unamortized Discount | $ (43,270) | |||
Senior Secured L 1 Capital Global Master [Member] | ||||
Debt Instrument [Line Items] | ||||
Convertible debt, gross | 4,125,000 | 0 | ||
Debt Instrument, Unamortized Discount | (1,504,552) | |||
Secured Convertible With O I D [Member] | ||||
Debt Instrument [Line Items] | ||||
Convertible debt, gross | 75,000 | 153,250 | ||
Senior Secured Convertible Note Newbridge [Member] | ||||
Debt Instrument [Line Items] | ||||
Convertible debt, gross | 0 | 52,572 | ||
Senior Secured Convertible Notes Original Tdh Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Convertible debt, gross | 0 | 882,175 | ||
Convertible Notes Payable | $ 4,000,000 | |||
Senior Secured Convertible Notes Tdh Secured Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Convertible debt, gross | 330,039 | 1,645,393 | ||
Senior Secured Convertible Notes Additional Secured Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Convertible debt, gross | 63,099 | 260,315 | ||
Convertible Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, Unamortized Discount | $ (1,550,540) | $ (385,266) |
DEBT (Details - Debt maturities
DEBT (Details - Debt maturities) | Dec. 31, 2021USD ($) |
Debt Disclosure [Abstract] | |
2022 | $ 3,828,891 |
2023 | 996,165 |
2024 | 46,082 |
2025 | 0 |
2026 and thereafter | $ 0 |
DEBT (Details Narrative)
DEBT (Details Narrative) - USD ($) | Oct. 20, 2021 | Sep. 14, 2021 | Aug. 19, 2021 | Jul. 15, 2021 | Jun. 28, 2021 | Jun. 21, 2021 | Jun. 17, 2021 | Jun. 02, 2021 | Apr. 16, 2021 | Apr. 14, 2021 | Mar. 11, 2021 | Feb. 17, 2021 | Feb. 09, 2021 | Dec. 17, 2020 | Nov. 30, 2020 | Nov. 20, 2020 | Oct. 02, 2020 | Aug. 06, 2020 | Jun. 30, 2020 | Mar. 02, 2020 | Jan. 13, 2020 | Jul. 09, 2019 | Jan. 15, 2019 | Jan. 03, 2018 | Mar. 16, 2020 | Feb. 17, 2021 | Mar. 16, 2020 | Aug. 06, 2020 | Sep. 30, 2020 | Nov. 30, 2020 | Oct. 20, 2022 | Sep. 14, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Aug. 18, 2021 | Jul. 29, 2021 | Jul. 19, 2021 | Jun. 20, 2016 |
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||
Proceeds from Convertible Debt | $ 4,516,700 | $ 4,143,500 | ||||||||||||||||||||||||||||||||||||
[custom:WarrantsIssued] | 4,273,733 | 52,600 | ||||||||||||||||||||||||||||||||||||
Convertible Notes Payable | $ 3,320,598 | $ 3,247,026 | ||||||||||||||||||||||||||||||||||||
Gain (Loss) on Extinguishment of Debt | (947,179) | (1,312,983) | ||||||||||||||||||||||||||||||||||||
Unsecured Convertible Notes Curiosity [Member] | ||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 278,000 | |||||||||||||||||||||||||||||||||||||
Convertible Debt | 278,000 | 0 | ||||||||||||||||||||||||||||||||||||
EMA Note [Member] | ||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 260,000 | $ 260,000 | ||||||||||||||||||||||||||||||||||||
Convertible Debt | 0 | |||||||||||||||||||||||||||||||||||||
Proceeds from Convertible Debt | $ 234,000 | |||||||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 108,978 | 100,000 | 10,000 | |||||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 121,200 | $ 127,000 | $ 11,800 | |||||||||||||||||||||||||||||||||||
Payments of Financing Costs | $ 17,292 | $ 1,000 | $ 1,000 | |||||||||||||||||||||||||||||||||||
Quick Note [Member] | ||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 113,587 | |||||||||||||||||||||||||||||||||||||
Convertible Debt | 0 | |||||||||||||||||||||||||||||||||||||
Proceeds from Convertible Debt | 100,000 | |||||||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 269,061 | 290,000 | ||||||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 86,100 | $ 27,487 | ||||||||||||||||||||||||||||||||||||
Debt Instrument, Convertible, Beneficial Conversion Feature | $ 12,621 | |||||||||||||||||||||||||||||||||||||
[custom:WarrantsIssued] | 36,975 | |||||||||||||||||||||||||||||||||||||
[custom:FairValueOfWarrantsIssued] | $ 33,056 | |||||||||||||||||||||||||||||||||||||
[custom:DebtConversionConvertedInterestAndPenaltiesAmount1] | $ 65,313 | |||||||||||||||||||||||||||||||||||||
Auctus Note [Member] | ||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 500,000 | |||||||||||||||||||||||||||||||||||||
Convertible Debt | 0 | |||||||||||||||||||||||||||||||||||||
Proceeds from Convertible Debt | 428,000 | |||||||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 274,427 | |||||||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 500,000 | |||||||||||||||||||||||||||||||||||||
Debt Instrument, Convertible, Beneficial Conversion Feature | $ 155,875 | |||||||||||||||||||||||||||||||||||||
[custom:WarrantsIssued] | 195,313 | |||||||||||||||||||||||||||||||||||||
[custom:FairValueOfWarrantsIssued] | $ 272,125 | |||||||||||||||||||||||||||||||||||||
[custom:DebtConversionConvertedInterestAmount1] | $ 26,900 | |||||||||||||||||||||||||||||||||||||
First Fire Note [Member] | ||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 300,000 | |||||||||||||||||||||||||||||||||||||
Convertible Debt | 0 | |||||||||||||||||||||||||||||||||||||
Proceeds from Convertible Debt | 238,500 | |||||||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 175,000 | |||||||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 300,000 | |||||||||||||||||||||||||||||||||||||
Debt Instrument, Convertible, Beneficial Conversion Feature | $ 93,220 | |||||||||||||||||||||||||||||||||||||
[custom:WarrantsIssued] | 117,188 | |||||||||||||||||||||||||||||||||||||
[custom:FairValueOfWarrantsIssued] | $ 145,280 | |||||||||||||||||||||||||||||||||||||
[custom:DebtConversionConvertedInterestAmount1] | $ 36,000 | |||||||||||||||||||||||||||||||||||||
Labrys Note [Member] | ||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 300,000 | |||||||||||||||||||||||||||||||||||||
Convertible Debt | 0 | |||||||||||||||||||||||||||||||||||||
Proceeds from Convertible Debt | $ 266,000 | |||||||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 175,000 | |||||||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 300,000 | |||||||||||||||||||||||||||||||||||||
[custom:WarrantsIssued] | 117,118 | |||||||||||||||||||||||||||||||||||||
[custom:FairValueOfWarrantsIssued] | $ 172,479 | |||||||||||||||||||||||||||||||||||||
[custom:DebtConversionConvertedInterestAmount1] | $ 36,000 | |||||||||||||||||||||||||||||||||||||
Unsecured Convertible Redeemable Note [Member] | ||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable | $ 100,000 | |||||||||||||||||||||||||||||||||||||
Unsecured Convertible Redeemable Notes [Member] | ||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||
Convertible Debt | 0 | 265,000 | ||||||||||||||||||||||||||||||||||||
Proceeds from Convertible Debt | 95,000 | |||||||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 47,985 | 20,313 | 7,790 | 8,103 | ||||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 52,861 | $ 23,503 | $ 13,636 | $ 10,000 | ||||||||||||||||||||||||||||||||||
Debt Instrument, Convertible, Beneficial Conversion Feature | 51,730 | |||||||||||||||||||||||||||||||||||||
[custom:DebtConversionConvertedInterestAmount1] | $ 1,527 | $ 2,545 | $ 1,364 | $ 5,000 | ||||||||||||||||||||||||||||||||||
Debt Instrument, Fee Amount | 5,000 | |||||||||||||||||||||||||||||||||||||
Derivative, Fair Value, Net | 85,410 | |||||||||||||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount | 43,270 | |||||||||||||||||||||||||||||||||||||
Derivative, Cost of Hedge | $ 42,140 | |||||||||||||||||||||||||||||||||||||
Convertible Redeemable Note [Member] | ||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||
Convertible Debt | 0 | |||||||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 62,500 | |||||||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 100,000 | |||||||||||||||||||||||||||||||||||||
[custom:WarrantsIssued] | 15,625 | |||||||||||||||||||||||||||||||||||||
[custom:DebtConversionConvertedInterestAmount1] | $ 11,205 | |||||||||||||||||||||||||||||||||||||
Convertible Notes Payable | $ 100,000 | |||||||||||||||||||||||||||||||||||||
Derivative, Fair Value, Net | $ 44,129 | |||||||||||||||||||||||||||||||||||||
Convertible Redeemable Note 2 [Member] | ||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 165,000 | |||||||||||||||||||||||||||||||||||||
Convertible Debt | 0 | |||||||||||||||||||||||||||||||||||||
Proceeds from Convertible Debt | 150,000 | |||||||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 169,000 | |||||||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 169,000 | |||||||||||||||||||||||||||||||||||||
Debt Instrument, Convertible, Beneficial Conversion Feature | 50,871 | |||||||||||||||||||||||||||||||||||||
[custom:OriginalIssuanceDiscount-0] | $ 15,000 | |||||||||||||||||||||||||||||||||||||
Senior Secured L 1 Capital Global Master [Member] | ||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 4,400,000 | |||||||||||||||||||||||||||||||||||||
Convertible Debt | 4,125,000 | 0 | ||||||||||||||||||||||||||||||||||||
Proceeds from Convertible Debt | $ 6,000,000 | $ 3,960,000 | ||||||||||||||||||||||||||||||||||||
[custom:WarrantsIssued] | 1,041,194 | 813,278 | ||||||||||||||||||||||||||||||||||||
[custom:FairValueOfWarrantsIssued] | $ 1,200,434 | |||||||||||||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount | 1,504,552 | |||||||||||||||||||||||||||||||||||||
Secured 10 Conv Notes [Member] | Notes 20182 [Member] | ||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable | $ 6,329 | |||||||||||||||||||||||||||||||||||||
Secured Convertible With O I D [Member] | ||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||
Convertible Debt | 75,000 | 153,250 | ||||||||||||||||||||||||||||||||||||
Secured Convertible With O I D [Member] | Notes 20182 [Member] | ||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||
Convertible Debt | 75,000 | |||||||||||||||||||||||||||||||||||||
Senior Secured Convertible Notes Original Tdh Notes [Member] | ||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||
Convertible Debt | 0 | $ 882,175 | ||||||||||||||||||||||||||||||||||||
Convertible Notes Payable | $ 4,000,000 | |||||||||||||||||||||||||||||||||||||
[custom:StockIssuedAsInducementToLendShares] | 25,000 | |||||||||||||||||||||||||||||||||||||
[custom:StockIssuedAsInducementToLendValue] | $ 480,000 | |||||||||||||||||||||||||||||||||||||
Secured 12 Conv Notes [Member] | Original Tdh Notes [Member] | Second Amendment [Member] | ||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||
[custom:StockIssuedAsInducementToLendShares] | 25,000 | |||||||||||||||||||||||||||||||||||||
[custom:StockIssuedAsInducementToLendValue] | $ 220,000 | |||||||||||||||||||||||||||||||||||||
Gain (Loss) on Extinguishment of Debt | $ 363,468 | |||||||||||||||||||||||||||||||||||||
Secured 12 Conv Notes [Member] | Original Tdh Notes [Member] | Third Amendment [Member] | ||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable | $ 1,000,000 | $ 1,000,000 | 0 | |||||||||||||||||||||||||||||||||||
Interest Payable | $ 361,767 | $ 361,767 | ||||||||||||||||||||||||||||||||||||
Debt Instrument, Maturity Date | Jun. 30, 2021 | |||||||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | 12.00% | ||||||||||||||||||||||||||||||||||||
Secured 12 Conv Notes [Member] | Orginal T D H Secured Notes [Member] | ||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable | $ 3,000,000 | $ 3,000,000 | ||||||||||||||||||||||||||||||||||||
Secured 12 Conv Notes [Member] | TDH Sellers [Member] | Third Amendment [Member] | ||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable | $ 834,760 | |||||||||||||||||||||||||||||||||||||
Secured 12 Conv Notes [Member] | TDH Secured Notes [Member] | ||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable | 330,030 | |||||||||||||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount | 38,646 | |||||||||||||||||||||||||||||||||||||
Debt Instrument, Maturity Date | Mar. 16, 2024 | |||||||||||||||||||||||||||||||||||||
[custom:StockIssuedWithDebtShares] | 187,500 | |||||||||||||||||||||||||||||||||||||
[custom:StockIssuedWithDebtValue] | $ 420,000 | |||||||||||||||||||||||||||||||||||||
Secured 12 Conv Notes [Member] | TDH Secured Notes [Member] | Series B Preferred Stock [Member] | ||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 2,106,825 | 1,739,580 | 158,000 | |||||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 1,101,000 | $ 1,256,722 | ||||||||||||||||||||||||||||||||||||
Secured 12 Conv Notes [Member] | Additional Secured Notes [Member] | ||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable | $ 1,060,000 | $ 1,060,000 | 63,098 | |||||||||||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount | $ 7,343 | |||||||||||||||||||||||||||||||||||||
Debt Instrument, Maturity Date | Mar. 16, 2024 | |||||||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | 12.00% | ||||||||||||||||||||||||||||||||||||
[custom:StockIssuedWithDebtShares] | 66,250 | |||||||||||||||||||||||||||||||||||||
[custom:StockIssuedWithDebtValue] | $ 148,000 | |||||||||||||||||||||||||||||||||||||
Secured 12 Conv Notes [Member] | Additional Secured Notes [Member] | Series B Preferred Stock [Member] | ||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 1,236,350 | |||||||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 782,500 | |||||||||||||||||||||||||||||||||||||
TDH Secured Notes [Member] | ||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||
Proceeds from Convertible Debt | $ 3,000,000 |
INCOME TAXES (Details - Schedul
INCOME TAXES (Details - Schedule of income tax expense benefit) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Current: | ||
Federal | $ 0 | $ 0 |
State and local | 0 | 0 |
Foreign | 0 | 0 |
Total current | 0 | 0 |
Deferred: | ||
Federal | 0 | 0 |
State and local | 0 | 0 |
Foreign | 21,042 | (224,027) |
Total deferred | 21,042 | (224,027) |
Total | $ 21,042 | $ (224,027) |
INCOME TAXES (Details - Reconci
INCOME TAXES (Details - Reconciliation of income tax expense benefit) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 0.00% | 0.00% |
Increase (decrease) in rate(s) resulting from: | ||
Foreign operations, net | (0.20%) | 3.80% |
Change in deferred taxes | 21.20% | 17.20% |
Change in valuation allowance | (21.20%) | (17.20%) |
Total | (0.20%) | 3.80% |
INCOME TAXES (Details - Sched_2
INCOME TAXES (Details - Schedule of income taxes payable) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Operating Loss Carryforwards [Line Items] | ||
Income taxes payable | $ 0 | $ 0 |
Federal [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Income taxes payable | 0 | 0 |
State And Local [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Income taxes payable | 0 | 0 |
Foreign [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Income taxes payable | $ 0 | $ 0 |
INCOME TAXES (Details- Schedule
INCOME TAXES (Details- Schedule of deferred income taxes) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Non-current deferred tax assets: | ||
Retirement benefits | $ 105,178 | $ 110,263 |
Write down of investment(s) | 65,254 | 68,408 |
Deferred revenue net | 142,235 | 149,112 |
Other | 152,965 | 203,774 |
Net operating loss carryforwards | 6,646,897 | 5,009,036 |
Less: valuation allowance | (6,646,897) | (5,009,036) |
Total non-current deferred tax asset | 465,632 | 531,557 |
Total deferred tax asset | $ 465,632 | $ 531,557 |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) | Dec. 31, 2021USD ($) |
Income Tax Disclosure [Abstract] | |
Operating Loss Carryforwards | $ 31,700,000 |
Deferred Tax Assets, Operating Loss Carryforwards, Subject to Expiration | 15,200,000 |
Deferred Tax Assets, Operating Loss Carryforwards, Not Subject to Expiration | $ 16,500,000 |
STOCKHOLDERS' EQUITY (Details -
STOCKHOLDERS' EQUITY (Details - Warrant activity) - $ / shares | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Equity [Abstract] | |||
Warrants outstanding, beginning balance | 229,628 | 177,028 | |
Weighted Average Exercise Price, Warrants outstanding, beginning balance | $ 7.34 | $ 8.91 | |
Weighted Average Remaining Contractual Term, Warrants outstanding | 1 year 9 months | 1 year 7 months 28 days | 1 year 9 months 14 days |
Warrants issued | 4,273,733 | 52,600 | |
Weighted Average Exercise Price, Warrants issued | $ 4.18 | $ 2.08 | |
Warrants exercised | (249,480) | 0 | |
Weighted Average Exercise Price, Warrants exercised | $ 0 | $ 0 | |
Warrants forfeited | (6,711) | 0 | |
Weighted Average Exercise Price, Warrants forfeited | $ 0 | $ 0 | |
Warrants outstanding, ending balance | 4,247,170 | 229,628 | 177,028 |
Weighted Average Exercise Price, Warrants outstanding, ending balance | $ 4.40 | $ 7.34 | $ 8.91 |
STOCKHOLDERS' EQUITY (Details_2
STOCKHOLDERS' EQUITY (Details - Option Activity) - Equity Option [Member] | 12 Months Ended |
Dec. 31, 2021$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Options issued | 621,511 |
Options forfeited | (195,469) |
Options outstanding | 426,042 |
Vested options | 217,542 |
Strike price | $ / shares | $ 5.46 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 2 years 2 months 23 days |
Option 1 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Options issued | 241,730 |
Options forfeited | (26,063) |
Options outstanding | 215,667 |
Vested options | 215,667 |
Strike price | $ / shares | $ 7.68 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 1 year 8 months 19 days |
Option 2 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Options issued | 169,406 |
Options forfeited | (169,406) |
Options outstanding | 0 |
Vested options | 0 |
Strike price | $ / shares | $ 0 |
Option 3 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Options issued | 1,875 |
Options forfeited | 0 |
Options outstanding | 1,875 |
Vested options | 1,875 |
Strike price | $ / shares | $ 24.96 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 1 year 3 months 29 days |
Option 4 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Options issued | 208,500 |
Options forfeited | 0 |
Options outstanding | 208,500 |
Vested options | 0 |
Strike price | $ / shares | $ 2.98 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 4 years 6 months 29 days |
STOCKHOLDERS_ EQUITY (Details N
STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($) | Oct. 01, 2021 | Sep. 10, 2021 | Jul. 15, 2021 | Jun. 11, 2021 | May 06, 2021 | Aug. 06, 2020 | Apr. 02, 2019 | Mar. 11, 2019 | Oct. 29, 2021 | Oct. 27, 2021 | Jul. 29, 2021 | Jun. 24, 2021 | Feb. 17, 2021 | Nov. 30, 2020 | Sep. 22, 2020 | Jun. 19, 2020 | Feb. 27, 2019 | Feb. 17, 2021 | Feb. 22, 2019 | Sep. 30, 2021 | Mar. 31, 2021 | Nov. 30, 2020 | Aug. 06, 2020 | Sep. 30, 2020 | Nov. 30, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | May 20, 2021 | Jan. 31, 2021 | Aug. 04, 2020 |
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||
Preferred Stock, Shares Authorized | 25,000,000 | |||||||||||||||||||||||||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | |||||||||||||||||||||||||||||
Stock Issued During Period, Value, Issued for Services | $ 1,199,135 | $ 578,645 | ||||||||||||||||||||||||||||
Proceeds from Issuance or Sale of Equity | $ 33,001 | |||||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 17,188 | |||||||||||||||||||||||||||||
[custom:StockExchangedSharesIssued-0] | 9,215,059 | |||||||||||||||||||||||||||||
[custom:StockExchangedSharesExchanged-0] | 9,215,059 | |||||||||||||||||||||||||||||
Common Stock, Shares Authorized | 500,000,000 | 500,000,000 | ||||||||||||||||||||||||||||
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | ||||||||||||||||||||||||||||
Common Stock, Shares, Outstanding | 12,698,192 | 5,886,073 | ||||||||||||||||||||||||||||
Stockholders' Equity, Reverse Stock Split | 1-for-32 | |||||||||||||||||||||||||||||
Shares Issued, Shares, Share-based Payment Arrangement, after Forfeiture | 13,125 | 157,943 | ||||||||||||||||||||||||||||
Shares Issued, Value, Share-based Payment Arrangement, after Forfeiture | $ 35,600 | $ 410,652 | ||||||||||||||||||||||||||||
[custom:IssuanceOfCommonStockInLieuOfCashForLoansPayableAndOtherAccruedObligationsValue] | $ 50,000 | |||||||||||||||||||||||||||||
Stock Issued During Period, Value, New Issues | 10,220,351 | |||||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 17,188 | |||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Aggregate Intrinsic Value, Outstanding | 7,395 | |||||||||||||||||||||||||||||
Share-based Payment Arrangement, Noncash Expense | 493,563 | 62,600 | ||||||||||||||||||||||||||||
Share-based Payment Arrangement, Expense | $ 82,910 | $ 0 | ||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value | $ 0 | |||||||||||||||||||||||||||||
Business Acquisition [Member] | ||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 1,771,883 | |||||||||||||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 5,000,000 | |||||||||||||||||||||||||||||
Convertible Debentures [Member] | ||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||
[custom:IssuanceOfCommonStockInConnectionWithIssuanceOfConvertibleDebenturesShares] | 17,746 | 339,678 | ||||||||||||||||||||||||||||
[custom:IssuanceOfCommonStockInConnectionWithIssuanceOfConvertibleDebenturesValue] | $ 39,750 | $ 736,014 | ||||||||||||||||||||||||||||
Conv Debt And Interest [Member] | ||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||
[custom:IssuanceOfCommonStockInConnectionWithAmendmentOfTermsOfPromissoryNotesShares] | 1,594,827 | 84,191 | ||||||||||||||||||||||||||||
[custom:IssuanceOfCommonStockInConnectionWithAmendmentOfTermsOfPromissoryNotesValue] | $ 2,048,797 | $ 110,437 | ||||||||||||||||||||||||||||
Loans Payable And Other Accrued Obligations [Member] | ||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||
[custom:IssuanceOfCommonStockInLieuOfCashForLoansPayableAndOtherAccruedObligationsShares] | 15,625 | |||||||||||||||||||||||||||||
[custom:IssuanceOfCommonStockInLieuOfCashForLoansPayableAndOtherAccruedObligationsValue] | $ 50,000 | |||||||||||||||||||||||||||||
Debt Exchange Agr [Member] | Oid Notes [Member] | ||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 411,223 | $ 111,250 | ||||||||||||||||||||||||||||
Debt Exchange Agr [Member] | Additional Secured Notes [Member] | ||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 782,500 | |||||||||||||||||||||||||||||
Debt Exchange Agr [Member] | TDH Secured Notes [Member] | ||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 99,633 | |||||||||||||||||||||||||||||
Over-Allotment Option [Member] | ||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 361,445 | |||||||||||||||||||||||||||||
Sale of Stock, Consideration Received on Transaction | $ 1,500,000 | |||||||||||||||||||||||||||||
Accredited Investors [Member] | ||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 62,500 | |||||||||||||||||||||||||||||
Accredited Investors [Member] | Private Placement [Member] | ||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 19,532 | |||||||||||||||||||||||||||||
Two Accredited Investors [Member] | Subscription Agreement [Member] | ||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||
Proceeds from Issuance or Sale of Equity | $ 233,500 | |||||||||||||||||||||||||||||
Contractors [Member] | ||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||
Stock Issued During Period, Value, Issued for Services | $ 1,199,135 | $ 578,645 | ||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Issued for Services | 289,670 | 202,741 | ||||||||||||||||||||||||||||
Labrys [Member] | ||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Other | 105,648 | |||||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 117,188 | |||||||||||||||||||||||||||||
EMA [Member] | ||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Other | 61,934 | 24,196 | ||||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 81,250 | 33,854 | ||||||||||||||||||||||||||||
Employee [Member] | ||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures | 208,500 | |||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Exercise Price | $ 2.98 | |||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Weighted Average Remaining Contractual Term | 5 years | |||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 326.50% | |||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 0.37% | |||||||||||||||||||||||||||||
Share-based Payment Arrangement, Noncash Expense | $ 585,728 | |||||||||||||||||||||||||||||
Convertible Preferred Stock [Member] | ||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||
Preferred Stock, Shares Authorized | 2,000,000 | |||||||||||||||||||||||||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | |||||||||||||||||||||||||||||
Preferred Stock, Convertible, Terms | Each share of Series A Stock is convertible, at any time, into 0.15625 shares of common stock of the Company | |||||||||||||||||||||||||||||
Series A Preferred Stock [Member] | ||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||
Preferred Stock, Shares Authorized | 2,000,000 | |||||||||||||||||||||||||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | |||||||||||||||||||||||||||||
Preferred Stock, Shares Outstanding | 0 | |||||||||||||||||||||||||||||
Series A Preferred Stock [Member] | Exchange Agreements [Member] | ||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||
Conversion of Stock, Shares Converted | 925,000 | |||||||||||||||||||||||||||||
Series A Preferred Stock [Member] | Series A Exchange Agreements [Member] | ||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||
Conversion of Stock, Shares Converted | 925,000 | |||||||||||||||||||||||||||||
Series A Preferred Stock [Member] | Private Placement [Member] | ||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||
Dividends, Preferred Stock, Stock | $ 740,899 | |||||||||||||||||||||||||||||
Series A Preferred Stock [Member] | Accredited Investors [Member] | ||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||
Stock Issued During Period, Value, Issued for Services | $ 400,000 | |||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Issued for Services | 400,000 | |||||||||||||||||||||||||||||
Series A Preferred Stock [Member] | Accredited Investors [Member] | Private Placement [Member] | ||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||
Stock Issued During Period, Value, Issued for Services | $ 125,000 | |||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Issued for Services | 125,000 | |||||||||||||||||||||||||||||
Series B Preferred Stock [Member] | ||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||
Preferred Stock, Shares Authorized | 10,000,000 | 10,000,000 | ||||||||||||||||||||||||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | |||||||||||||||||||||||||||||
Stock Issued During Period, Value, Issued for Services | $ 75,000 | |||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Issued for Services | 75,000 | |||||||||||||||||||||||||||||
Preferred Stock, Shares Outstanding | 0 | |||||||||||||||||||||||||||||
Preferred Stock, Shares Issued | 5,625,884 | |||||||||||||||||||||||||||||
Series B Preferred Stock [Member] | Secured 12 Conv Notes [Member] | TDH Secured Notes [Member] | ||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 1,101,000 | $ 1,256,722 | ||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 2,106,825 | 1,739,580 | 158,000 | |||||||||||||||||||||||||||
Series B Preferred Stock [Member] | Series A Exchange Agreements [Member] | ||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||
Conversion of Stock, Shares Issued | 1,202,500 | |||||||||||||||||||||||||||||
Series B Preferred Stock [Member] | Debt Exchange Agr [Member] | ||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 1,700,905 | |||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 3,623,884 | 2,564,175 | 316,000 | |||||||||||||||||||||||||||
Series B Preferred Stock [Member] | Accredited Investors [Member] | ||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||
Proceeds from Issuance or Sale of Equity | $ 250,000 | |||||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 250,000 | |||||||||||||||||||||||||||||
Series B Preferred Stock [Member] | Two Accredited Investors [Member] | Subscription Agreement [Member] | ||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||
Proceeds from Issuance or Sale of Equity | $ 300,000 | $ 650,000 | ||||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 300,000 | 650,000 | 233,500 | |||||||||||||||||||||||||||
Series C Preferred Stock [Member] | ||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||
Preferred Stock, Shares Authorized | 10,000,000 | 10,000,000 | ||||||||||||||||||||||||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | |||||||||||||||||||||||||||||
Preferred Stock, Shares Outstanding | 9,400,259 | 0 | ||||||||||||||||||||||||||||
Series C Preferred Stock [Member] | Convertible Note Of Ten Percentage [Member] | ||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 85,250 | |||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 85,250 | |||||||||||||||||||||||||||||
Series C Preferred Stock [Member] | Two Accredited Investors [Member] | Subscription Agreement [Member] | ||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||
Proceeds from Issuance or Sale of Equity | $ 100,000 | |||||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 100,000 |