Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Mar. 15, 2021 | Jun. 30, 2020 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2020 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity File Number | 000-13215 | ||
Entity Registrant Name | CLOUDCOMMERCE, INC. | ||
Entity Central Index Key | 0000743758 | ||
Entity Tax Identification Number | 30-0050402 | ||
Entity Incorporation, State or Country Code | NV | ||
Entity Address, Address Line One | 321 | ||
Entity Address, Address Line Two | Sixth Street | ||
Entity Address, City or Town | San Antonio | ||
Entity Address, State or Province | TX | ||
Entity Address, Country | US | ||
Entity Address, Postal Zip Code | 78215 | ||
City Area Code | 805 | ||
Local Phone Number | 964-3313 | ||
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 | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 4,596,158 | ||
Entity Common Stock, Shares Outstanding | 915,782,133 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2020 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
CURRENT ASSETS | ||
Cash | $ 10,538 | $ 819,328 |
Accounts receivable, net | 343,359 | 854,650 |
Accounts receivable, net - related party | 2,876 | |
Costs in excess of billings | 21,606 | |
Prepaid and other current Assets | 30,430 | 26,849 |
TOTAL CURRENT ASSETS | 384,327 | 1,725,309 |
PROPERTY & EQUIPMENT, net | 55,682 | 91,422 |
RIGHT-OF-USE ASSETS | 171,549 | 266,758 |
OTHER ASSETS | ||
Lease deposit | 9,800 | 9,800 |
Goodwill and other intangible assets, net | 26,582 | 658,877 |
TOTAL OTHER ASSETS | 36,382 | 668,677 |
TOTAL ASSETS | 647,940 | 2,752,166 |
CURRENT LIABILITIES | ||
Accounts payable | 1,575,880 | 1,868,329 |
Accounts payable, related party | 10,517 | 41,738 |
Accrued expenses | 648,273 | 569,168 |
Operating lease liability | 171,548 | 266,758 |
Lines of credit | 379,797 | 476,962 |
Deferred revenue and customer deposit | 841,290 | 2,080,762 |
Convertible notes and interest payable, current, net | 183,884 | 468,145 |
Derivative Liability | 342,850 | |
Finance lease obligation, current | 20,654 | |
Notes payable | 565,008 | 506,919 |
Notes payable, related parties | 792,235 | 1,018,524 |
TOTAL CURRENT LIABILITIES | 5,168,432 | 7,660,809 |
LONG TERM LIABILITIES | ||
Accrued expenses, long term | 195,553 | 199,403 |
TOTAL LONG TERM LIABILITIES | 195,553 | 199,403 |
TOTAL LIABILITIES | 5,363,985 | 7,860,212 |
SHAREHOLDERS' EQUITY | ||
Preferred stock, $0.001 par value; 5,000,000 Authorized shares: Series A Preferred stock; 10,000 authorized, 10,000 shares issued and outstanding; Series B Preferred stock; 25,000 authorized, 18,025 shares issued and outstanding; Series C Preferred Stock; 25,000 authorized, 14,425 shares issued and outstanding; Series D Preferred Stock; 90,000 authorized, 90,000 shares issued and outstanding; Series E Preferredstock, 10,000 authorized, 10,000 shares issued and outstanding | 147 | 142 |
Common stock, $0.001 par value; 2,000,000,000 authorized shares; 683,940,104 and 419,638,507 shares issued and outstanding, respectively | 683,949 | 419,648 |
Additional paid in capital | 31,486,837 | 30,088,492 |
Accumulated deficit | (36,886,978) | (35,616,328) |
TOTAL SHAREHOLDERS' EQUITY | (4,716,045) | (5,108,046) |
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | 647,940 | 2,752,166 |
Series A Preferred Stock [Member] | ||
SHAREHOLDERS' EQUITY | ||
Preferred stock, $0.001 par value; 5,000,000 Authorized shares: Series A Preferred stock; 10,000 authorized, 10,000 shares issued and outstanding; Series B Preferred stock; 25,000 authorized, 18,025 shares issued and outstanding; Series C Preferred Stock; 25,000 authorized, 14,425 shares issued and outstanding; Series D Preferred Stock; 90,000 authorized, 90,000 shares issued and outstanding; Series E Preferredstock, 10,000 authorized, 10,000 shares issued and outstanding | 10 | 10 |
TOTAL SHAREHOLDERS' EQUITY | 10 | 10 |
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | 10 | 10 |
Series B Preferred Stock [Member] | ||
SHAREHOLDERS' EQUITY | ||
Preferred stock, $0.001 par value; 5,000,000 Authorized shares: Series A Preferred stock; 10,000 authorized, 10,000 shares issued and outstanding; Series B Preferred stock; 25,000 authorized, 18,025 shares issued and outstanding; Series C Preferred Stock; 25,000 authorized, 14,425 shares issued and outstanding; Series D Preferred Stock; 90,000 authorized, 90,000 shares issued and outstanding; Series E Preferredstock, 10,000 authorized, 10,000 shares issued and outstanding | 18 | 18 |
TOTAL SHAREHOLDERS' EQUITY | 18 | 18 |
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | 18 | 18 |
Series C Preferred Stock [Member] | ||
SHAREHOLDERS' EQUITY | ||
Preferred stock, $0.001 par value; 5,000,000 Authorized shares: Series A Preferred stock; 10,000 authorized, 10,000 shares issued and outstanding; Series B Preferred stock; 25,000 authorized, 18,025 shares issued and outstanding; Series C Preferred Stock; 25,000 authorized, 14,425 shares issued and outstanding; Series D Preferred Stock; 90,000 authorized, 90,000 shares issued and outstanding; Series E Preferredstock, 10,000 authorized, 10,000 shares issued and outstanding | 14 | 14 |
TOTAL SHAREHOLDERS' EQUITY | 14 | 14 |
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | 14 | 14 |
Series D Preferred Stock [Member] | ||
SHAREHOLDERS' EQUITY | ||
Preferred stock, $0.001 par value; 5,000,000 Authorized shares: Series A Preferred stock; 10,000 authorized, 10,000 shares issued and outstanding; Series B Preferred stock; 25,000 authorized, 18,025 shares issued and outstanding; Series C Preferred Stock; 25,000 authorized, 14,425 shares issued and outstanding; Series D Preferred Stock; 90,000 authorized, 90,000 shares issued and outstanding; Series E Preferredstock, 10,000 authorized, 10,000 shares issued and outstanding | 90 | 90 |
TOTAL SHAREHOLDERS' EQUITY | 90 | 90 |
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | 90 | 90 |
Series E Preferred Stock [Member] | ||
SHAREHOLDERS' EQUITY | ||
Preferred stock, $0.001 par value; 5,000,000 Authorized shares: Series A Preferred stock; 10,000 authorized, 10,000 shares issued and outstanding; Series B Preferred stock; 25,000 authorized, 18,025 shares issued and outstanding; Series C Preferred Stock; 25,000 authorized, 14,425 shares issued and outstanding; Series D Preferred Stock; 90,000 authorized, 90,000 shares issued and outstanding; Series E Preferredstock, 10,000 authorized, 10,000 shares issued and outstanding | 10 | 10 |
TOTAL SHAREHOLDERS' EQUITY | 10 | 10 |
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | 10 | 10 |
Series F Preferred Stock [Member] | ||
SHAREHOLDERS' EQUITY | ||
Preferred stock, $0.001 par value; 5,000,000 Authorized shares: Series A Preferred stock; 10,000 authorized, 10,000 shares issued and outstanding; Series B Preferred stock; 25,000 authorized, 18,025 shares issued and outstanding; Series C Preferred Stock; 25,000 authorized, 14,425 shares issued and outstanding; Series D Preferred Stock; 90,000 authorized, 90,000 shares issued and outstanding; Series E Preferredstock, 10,000 authorized, 10,000 shares issued and outstanding | 2 | |
TOTAL SHAREHOLDERS' EQUITY | 2 | |
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | 2 | |
Series G Preferred Stock [Member] | ||
SHAREHOLDERS' EQUITY | ||
Preferred stock, $0.001 par value; 5,000,000 Authorized shares: Series A Preferred stock; 10,000 authorized, 10,000 shares issued and outstanding; Series B Preferred stock; 25,000 authorized, 18,025 shares issued and outstanding; Series C Preferred Stock; 25,000 authorized, 14,425 shares issued and outstanding; Series D Preferred Stock; 90,000 authorized, 90,000 shares issued and outstanding; Series E Preferredstock, 10,000 authorized, 10,000 shares issued and outstanding | 3 | |
TOTAL SHAREHOLDERS' EQUITY | 3 | |
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | $ 3 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2020 | Dec. 31, 2019 |
Preferred stock, par value per share | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 147,460 | 142,450 |
Preferred stock, shares outstanding | 147,460 | 142,450 |
Common stock, par value per share | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 2,000,000,000 | 2,000,000,000 |
Common stock, shares issued | 683,940,104 | 419,638,507 |
Common stock, shares outstanding | 683,940,104 | 419,638,507 |
Series A Preferred Stock [Member] | ||
Preferred stock, par value per share | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 10,000 | 10,000 |
Preferred stock, shares issued | 10,000 | 10,000 |
Preferred stock, shares outstanding | 10,000 | 10,000 |
Series B Preferred Stock [Member] | ||
Preferred stock, par value per share | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 25,000 | 25,000 |
Preferred stock, shares issued | 18,025 | 18,025 |
Preferred stock, shares outstanding | 18,025 | 18,025 |
Series C Preferred Stock [Member] | ||
Preferred stock, par value per share | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 25,000 | 25,000 |
Preferred stock, shares issued | 14,425 | 14,425 |
Preferred stock, shares outstanding | 14,425 | 14,425 |
Series D Preferred Stock [Member] | ||
Preferred stock, par value per share | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 90,000 | 90,000 |
Preferred stock, shares issued | 90,000 | 90,000 |
Preferred stock, shares outstanding | 90,000 | 90,000 |
Series E Preferred Stock [Member] | ||
Preferred stock, par value per share | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 10,000 | 10,000 |
Preferred stock, shares issued | 10,000 | 10,000 |
Preferred stock, shares outstanding | 10,000 | 10,000 |
Series F Preferred Stock [Member] | ||
Preferred stock, par value per share | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 800,000 | 800,000 |
Preferred stock, shares issued | 2,413 | 0 |
Preferred stock, shares outstanding | 2,413 | 0 |
Series G Preferred Stock [Member] | ||
Preferred stock, par value per share | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 2,600 | 2,600 |
Preferred stock, shares issued | 2,597 | 0 |
Preferred stock, shares outstanding | 2,597 | 0 |
Consolidated Statements Of Oper
Consolidated Statements Of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement [Abstract] | ||
REVENUE | $ 9,738,638 | $ 8,978,888 |
REVENUE - related party | 3,640 | 267,575 |
TOTAL REVENUE | 9,742,278 | 9,246,463 |
COST OF REVENUE | 6,382,601 | 7,831,325 |
Gross Profit | 3,359,677 | 1,415,138 |
OPERATING EXPENSES | ||
Salaries and outside services | 2,473,716 | 1,259,196 |
Selling, general and administrative expenses | 1,649,425 | 1,428,608 |
Loss on impairment of Goodwill and Intangible Assets | 560,000 | 6,760,767 |
Depreciation and amortization | 113,287 | 1,019,472 |
TOTAL OPERATING EXPENSES | 4,796,428 | 10,468,043 |
LOSS FROM OPERATIONS BEFORE OTHER INCOME AND TAXES | (1,436,751) | (9,052,905) |
OTHER INCOME (EXPENSE) | ||
Gain (loss) on sale of fixed assets | (6,452) | |
Gain (loss) on extinguishment of debt | 28,971 | 6,076 |
Gain (loss) forgiveness of PPP Loan | 780,680 | |
Gain (loss) on changes in derivative liability | 131,018 | (56,923) |
Interest expense | 774,568 | 1,013,176 |
TOTAL OTHER INCOME (EXPENSE) | 166,101 | (1,070,475) |
LOSS FROM OPERATIONS BEFORE PROVISION FOR TAXES | (1,270,650) | (10,123,380) |
PROVISION (BENEFIT) FOR INCOME TAXES | ||
NET LOSS | (1,270,650) | (10,123,380) |
PREFERRED DIVIDENDS | 111,172 | 163,000 |
NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS | $ (1,381,822) | $ (10,286,380) |
NET LOSS PER SHARE | ||
BASIC | $ 0 | $ (0.06) |
DILUTED | $ 0 | $ (0.06) |
WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING | ||
BASIC | 579,856,451 | 166,055,556 |
DILUTED | 579,856,451 | 166,055,556 |
Consolidated Statements Of Shar
Consolidated Statements Of Shareholders' Equity (Deficit) - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Total |
Balance Preferred Stock, shares at Dec. 31, 2018 | 142,450 | ||||
Balance Common Stock, shares at Dec. 31, 2018 | 137,512,588 | ||||
Balance, value at Dec. 31, 2018 | $ 142 | $ 137,513 | $ 29,532,735 | $ (25,492,948) | $ 4,177,442 |
Series A Preferred stock dividend declared ($8.00 per share) | (80,000) | (80,000) | |||
Series D Preferred stock dividend declared ($0.92 per share) | (83,000) | (83,000) | |||
Share Relinquishment | (8,400) | ||||
Stock based compensation | 324,959 | 324,959 | |||
Warrant issuance | 67,000 | 67,000 | |||
Discount on note | 287,669 | 287,669 | |||
Conversion of convertible note, shares | 282,134,319 | ||||
Conversion of convertible note, value | $ 282,135 | 39,129 | 321,264 | ||
Stock issuances to lenders, value | |||||
Derivative settlement | 287,669 | ||||
Net loss | (10,123,380) | $ (10,123,380) | |||
Balance Preferred Stock, shares at Dec. 31, 2019 | 142,450 | 142,450 | |||
Balance Common Stock, shares at Dec. 31, 2019 | 419,638,507 | 419,638,507 | |||
Balance, value at Dec. 31, 2019 | $ 142 | $ 419,648 | 30,088,492 | (35,616,328) | $ (5,108,046) |
Stock based compensation | 390,035 | 390,035 | |||
Warrant issuance | 98,343 | 98,343 | |||
Conversion of convertible note, shares | 226,300,034 | ||||
Conversion of convertible note, value | $ 226,299 | 65,641 | 291,940 | ||
Stock issuances to lenders, shares | 38,001,563 | ||||
Stock issuances to lenders, value | $ 38,002 | 296,375 | 334,377 | ||
Exchange debt-for-equity, shares | 2,597 | ||||
Exchange debt-for-equity, value | $ 3 | 259,695 | 259,698 | ||
Series A preferred stock dividend declared ($2.00 per share) | (80,000) | (80,000) | |||
Series D preferred stock dividend declared ($0.13 per share) | (26,792) | (26,792) | |||
Series F preferred stock dividend declared ($0.54 per share) | (4,380) | (4,380) | |||
Derivative settlement | 339,105 | 339,105 | |||
Other - RegA Investor Funds, shares | 2,413 | ||||
Other - RegA Investor Funds, value | $ 2 | 60,323 | 60,325 | ||
Net loss | (1,270,650) | $ (1,270,650) | |||
Balance Preferred Stock, shares at Dec. 31, 2020 | 147,460 | 147,460 | |||
Balance Common Stock, shares at Dec. 31, 2020 | 683,940,104 | 683,940,104 | |||
Balance, value at Dec. 31, 2020 | $ 147 | $ 683,949 | $ 31,486,837 | $ (36,886,978) | $ (4,716,045) |
Consolidated Statements Of Sh_2
Consolidated Statements Of Shareholders' Equity (Deficit) (Parenthetical) - $ / shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Series A Preferred Stock [Member] | ||
Preferred stock dividend declared, price per share | $ 2 | $ 8 |
Series D Preferred Stock [Member] | ||
Preferred stock dividend declared, price per share | 0.13 | $ 0.92 |
Series F Preferred Stock [Member] | ||
Preferred stock dividend declared, price per share | $ 0.54 |
Consolidated Statements Of Cash
Consolidated Statements Of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (1,270,650) | $ (10,123,380) |
Adjustment to reconcile net loss to net cash (used in) operating activities | ||
Bad debt expense | 16,868 | 114,748 |
Depreciation and amortization | 113,287 | 1,019,472 |
Loss on sale of fixed assets | (6,452) | |
Loss on impairment of goodwill & intangibles | 560,000 | 6,760,767 |
Gain on forgiveness of PPP loan | 780,680 | |
Non-cash compensation expense | 390,035 | 391,959 |
Non-cash service expense | 98,343 | |
Amortization of Debt Discount | 270,607 | 60,274 |
(Gain)/loss on derivative liability valuation | (131,018) | 56,923 |
Derivative expense | 493,700 | |
(Increase) Decrease in: | ||
Accounts receivable | (497,299) | (30,182) |
Prepaid expenses and other assets | 3,581 | (47,435) |
Costs in excess of billings | (21,606) | (77,411) |
Lease deposit | (4,000) | |
Accounts payable | (323,670) | 290,952 |
Accrued expenses | (31,597) | (96,201) |
Customer Deposits | (1,239,472) | 1,326,904 |
Deferred income | (327,712) | |
NET CASH PROVIDED BY / (USED IN) OPERATING ACTIVITIES | (1,812,623) | 133,886 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Cash paid for purchase of fixed assets | 5,253 | 2,104 |
NET CASH USED IN INVESTING ACTIVITIES | (5,253) | (2,104) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Payments on capital lease obligation | 20,654 | 34,038 |
Payment of dividend | 23,452 | 24,142 |
Proceeds on line of credit, net | 60,106 | (97,005) |
Proceeds from issuance of notes, related party | 53,500 | |
Proceeds from issuance of preferred stock | 60,325 | |
Principal payments on debt, third party | (91,000) | |
Proceeds from issuance of notes payable | 1,530,680 | 541,000 |
Principal payments on term loan | 506,919 | 493,081 |
Proceeds from issuance of term loan | 625,000 | |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 1,009,086 | 571,234 |
NET INCREASE / (DECREASE) IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH | (808,790) | 703,016 |
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH AT BEGINNING OF PERIOD | 819,328 | 116,312 |
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH AT END OF PERIOD | 10,538 | 819,328 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION | ||
Interest paid | 285,293 | 123,223 |
Taxes paid | ||
Non-cash financing activities: | ||
Conversion of notes payable to common stock | 291,940 | 321,265 |
Exchange of Debt-to-Equity (Preferred) | 259,698 | |
Derivative settlement | 339,105 | 287,669 |
Shares issued to lenders | 334,377 | |
Right of use assets | 95,209 | 398,506 |
Derivative discount | $ 127,273 | $ 467,019 |
Organization And Line Of Busine
Organization And Line Of Business | 12 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Line of Business | 1. ORGANIZATION AND LINE OF BUSINESS Organization CloudCommerce, Inc. (“we”, “us”, “our” or the “Company”) is a Nevada corporation formerly known as Warp 9, Inc., Roaming Messenger, Inc., and Latinocare Management Corporation (“LMC”). On July 9, 2015, we changed the name of the Company from Warp 9, Inc. to CloudCommerce, Inc. to reflect a new plan of strategically acquiring profitable data driven marketing solutions providers with strong management teams. Data Propria – Data Analytics To deliver the highest Return on Investment (“ROI”) for our customer’s digital marketing campaign, we utilize sophisticated data science to identify the correct universes to target relevant audiences. Our ability to understand and translate data drives every decision we make. By listening to and analyzing our customers’ data we are able to make informed decisions that positively impact our customers’ business. We leverage industry-best tools to aggregate and visualize data across multiple sources, and then our data and behavioral scientists segment and model that data to be deployed in targeted marketing campaigns. We have data analytics expertise in retail, wholesale, distribution, logistics, manufacturing, political, and several other industries. Parscale Digital – Digital Marketing We help our customers get their message out, educate their market and tell their story. We do so creatively and effectively by deploying powerful call-to-action digital campaigns with national reach and boosting exposure and validation with coordinated advertising in print media. Our fully-developed marketing plans are founded on sound research methodologies, brand audits and exploration of the competitive landscape. Whether our customer is a challenger brand, a political candidate, or a well-known household name, our strategists are skillful at leveraging data and creating campaigns that move people to make decisions. Giles Design Bureau – Branding and Creative Services We approach branding from a “big picture” perspective, establishing a strong identity and then building on that to develop a comprehensive branding program that tells our customer’s story, articulates what sets our customer apart from their competitors and establishes our customer in their market. WebTegrity – Development and Managed Infrastructure Support Commerce-focused, user-friendly digital websites and apps elevates our customer’s marketing position and draw consumers to their products and services. Our platform-agnostic approach allows us to architect and build solutions that are the best fit for each customer. Once the digital properties are built, our experts will help manage and protect the website or app and provide the expertise needed to scale the infrastructure needed as our customer’s business grows. Going Concern The accompanying consolidated financial statements have been prepared on a going concern basis of accounting, which contemplates continuity of operations, realization of assets and liabilities and commitments in the normal course of business. The accompanying financial statements do not reflect any adjustments that might result if the Company is unable to continue as a going concern. As of December 31, 2020, the Company had negative working capital of $4,784,106 and has historically reported net losses, and has negative cash flows from operations, which raise substantial doubt about the Company’s ability to continue as a going concern. The ability of the Company to continue as a going concern and appropriateness of using the going concern basis is dependent upon, among other things, an additional cash infusion. The Company has obtained funds from its lenders and shareholders since its inception through December 31, 2020. It is management’s plan to generate additional working capital from increasing sales from the Company’s service offerings, in addition to acquiring profitable service providers. |
Summary Of Significant Accounti
Summary Of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES This summary of significant accounting policies of CloudCommerce is presented to assist in understanding the Company’s financial statements. The financial statements and notes are representations of the Company’s management, which is responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America and have been consistently applied in the preparation of the financial statements. The Consolidated Financial Statements include the Company and its wholly owned subsidiaries CLWD Operations, Inc (“CLWD Operations”), formerly Indaba Group, Inc, a Delaware corporation, Parscale Digital, Inc., a Nevada corporation (“Parscale Digital”), WebTegrity, Inc., a Nevada corporation, Data Propria, Inc., a Nevada corporation, and Giles Design Bureau, Inc., a Nevada corporation. All significant inter-company transactions are eliminated in consolidation of the financial statements. Reclassifications Certain prior periods have been recast to reflect current period presentation. During the year ended December 31, 2020 we began to recognize cost of revenue in the statement of operation. All prior periods have been recast to reflect this change. Accounts Receivable The Company extends credit to its customers, who are located nationwide. Accounts receivable are customer obligations due under normal trade terms. The Company performs continuing credit evaluations of its customers’ financial condition. Management reviews accounts receivable on a regular basis, based on contracted terms and how recently payments have been received to determine if any such amounts will potentially be uncollected. The Company includes any balances that are determined to be uncollectible in its allowance for doubtful accounts. After all attempts to collect a receivable have failed, the receivable is written off. The balance of the allowance account at December 31, 2020 and December 31, 2019 are $742 and $118,589, respectively. During the years ended December 31, 2020 and December 31, 2019, we included $16,868 and $114,748, respectively, in expense related to balances that were written off as bad debt. On November 30, 2016, the Company entered into an agreement whereby accounts receivable amounts due from our customers to CLWD Operations were pledged to a third party. Under the terms of the agreement, the Company may receive advances in amounts up to $400,000, based on the amounts we invoice our customers, for a period of one year. Because the Company maintains the collectability risk of all outstanding balances, we record the customer balances at fair value in accounts receivable, including an allowance for any balances at risk of collectability, and the amount due to the third party as a liability. On March 23, 2017, the Company amended the secured borrowing arrangement, which increased the maximum allowable balance by $100,000, to a total of $500,000. As of , 2020, the balance due from this arrangement was $379,797. On October 19, 2017, the Company entered into an agreement whereby accounts receivable amounts due from our customers to Parscale Digital were pledged to a third party. Under the terms of the agreement, the Company may receive advances in amounts up to $500,000, based on the amounts we invoice our customers, for a period of one year. Because the Company maintains the collectability risk of all outstanding balances, we record the customer balances at fair value in accounts receivable, including an allowance for any balances at risk of collectability, and the amount due to the third party as a liability. On April 12, 2018, the Company amended the secured borrowing arrangement, which increased the maximum allowable balance by $250,000, to a total of $750,000. This borrowing facility had an expiration date of November 11, 2020 and was not renewed. As of December 31, 2020 , the balance due from this arrangement was zero. On August 2, 2018, the Company entered into agreements whereby accounts receivable amounts due from our customers to Giles Design Bureau, WebTegrity and Data Propria were pledged to a third party. Under the terms of the agreements, the Company may receive advances in amounts up to $150,000, $150,000 and $600,000, respectively, based on the amounts we invoice our customers, for a period of one year. Because the Company maintains the collectability risk of all outstanding balances, we record the customer balances at fair value in accounts receivable, including an allowance for any balances at risk of collectability, and the amount due to the third party as a liability. As of August 22, 2020, these three borrowing facilities have expired and were not renewed. As of December 31, 2020 , the combined balance due from these arrangements was zero. Use of Estimates The preparation of financial statements in conformity with GAAP requires the use of estimates and assumptions by management in determining the reported amounts of assets and liabilities, disclosures of contingent liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. Revenue Recognition The Company recognizes income when the service is provided or when product is delivered. We present revenue, net of customer incentives. Most of the income is generated from professional services and site development fees. We provide online marketing services that we purchase from third parties. The gross revenue presented in our statement of operations includes digital advertising revenue. We also offer professional services such as development services. The fees for development services with multiple deliverables constitute a separate unit of accounting in accordance with ASC 606, which are recognized as the work is performed. Upfront fees for development services or other customer services are deferred until certain implementation or contractual milestones have been achieved. If we have performed work for our clients, but have not invoiced clients for that work, then we record the value of the work in an asset in costs in excess of billings. The terms of services contracts generally are for periods of less than one year. The deferred revenue and customer deposits as of December 31, 2020 and 2019 was $841,290 and $2,080,762, respectively. The costs in excess of billings as of December 31, 2020 and 2019 was zero and $21,606, respectively. See footnote 3 for a disclosure of our use of estimates and judgement, as it relates to revenue recognition. We always strive to satisfy our customers by providing superior quality and service. Since we typically bill based on a Time and Materials basis, there are no returns for work delivered. When discrepancies or disagreements arise, we do our best to reconcile those by assessing the situation on a case-by-case basis and determining if any discounts can be given. Historically, no significant discounts have been granted. Included in revenue are costs that are reimbursed by our clients, including third party services, such as photographers and stylists, furniture, supplies, and the largest component, digital advertising. We have determined, based on our review, that the amounts classified as reimbursable costs should be recorded as gross, due to the following factors: • The Company is primarily in control of the inputs of the project and responsible for the completion of the client contract; • We have latitude in establishing price; and • We have discretion in supplier selection. During the years ended December 31, 2020 and December 31, 2019, we included $5,155,079 and $3,344,978, respectively, in revenue, related to reimbursable costs. The Company records revenue into the following five categories: • Data Sciences – Includes polling, research, modeling, data fees, consulting and reporting. • Design – Includes branding, photography, copyrighting, printing, signs and interior design. • Development – Includes website coding. • Digital Advertising – Includes ad spend, SEO management and digital ad support. • Other – Includes domain name management, account management, email marketing, web hosting, email hosting, client training, reimbursed expenses and partner commissions. For the years ended December 31, 2020 and December 31, 2019, revenue was disaggregated into the five categories as follows: Year ended December 31, 2020 Year ended December 31, 2019 Third Parties Related Parties Total Third Parties Related Parties Total Data Sciences $ 596,446 $ — $ 596,446 $ 1,150,706 $ 14,400 $ 1,165,106 Design 2,390,676 — 2,390,676 2,031,974 624 2,032,598 Development 330,404 — 330,404 1,425,757 46,332 1,472,089 Digital Advertising 6,085,038 3,640 6,088,678 3,650,491 179,640 3,830,131 Other 336,074 — 336,074 719,960 26,579 746,539 Total $ 9,738,638 $ 3,640 $ 9,742,278 $ 8,978,888 $ 267,575 $ 9,246,463 Research and Development Research and development costs are expensed as incurred. Total research and development costs were zero for the years ended December 31, 2020 and December 31, 2019. Advertising Costs The Company expenses the cost of advertising and promotional materials when incurred. Total advertising costs were $119,332 and $4,797, for the years ended December 31, 2020 and December 31, 2019, respectively. Fair Value of Financial Instruments The Company’s financial instruments, including cash and cash equivalents, accounts receivable, accounts payable, and accrued liabilities are carried at cost, which approximates their fair value, due to the relatively short maturity of these instruments. As of December 31, 2020 and December 31, 2019, the Company’s notes payable have stated borrowing rates that are consistent with those currently available to the Company and, accordingly, the Company believes the carrying value of these debt instruments approximates their fair value. Fair value is defined as the price to sell an asset or transfer a liability, between market participants at the measurement date. Fair value measurements assume that the asset or liability is (1) exchanged in an orderly manner, (2) the exchange is in the principal market for that asset or liability, and (3) the market participants are independent, knowledgeable, able and willing to transact an exchange. Fair value accounting and reporting establishes a framework for measuring fair value by creating a hierarchy for observable independent market inputs and unobservable market assumptions and expands disclosures about fair value measurements. Considerable judgment is required to interpret the market data used to develop fair value estimates. As such, the estimates presented herein are not necessarily indicative of the amounts that could be realized in a current exchange. The use of different market assumptions and/or estimation methods could have a material effect on the estimated fair value. ASC Topic 820 established a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1measurements) and the lowest priority to unobservable inputs (level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. We measure certain financial instruments at fair value on a recurring basis. Assets and liabilities measured at fair value on a recurring basis are as follows at December 31, 2020 and 2019: December 31, 2020 Level 1 Level 2 Level 3 Total Assets $ — $ — $ — $ — Total assets measured at fair value $ — $ — $ — $ — Liabilities Derivative liability $ — $ — $ — $ — Total liabilities measured at fair value $ — $ — $ — $ — December 31, 2019 Level 1 Level 2 Level 3 Total Assets $ — $ — $ — $ — Total assets measured at fair value $ — $ — $ — $ — Liabilities Derivative liability $ — $ — $ 342,850 $ 342,850 Total liabilities measured at fair value $ — $ — $ 342,850 $ 342,850 Property and Equipment Property and equipment are stated at cost, and are depreciated or amortized using the straight-line method over the following estimated useful lives: As of December 31, Years 2020 2019 Equipment 5-7 $ 169,003 $ 163,750 Office furniture 7 23,569 23,569 Leasehold improvements Length of lease — — Less accumulated depreciation (136,890 ) (95,897 ) Net property and equipment $ 55,682 $ 91,422 The following table discloses fixed asset transactions and recordings during the years ended December 31, 2020 and December 31, 2019: Year ended December 31, 2020 Year ended December 31, 2019 Depreciation expense $ 40,993 $ 42,968 Gain/(loss) on disposals — (6,452 ) Cash paid for fixed asset additions 5,253 2,104 Impairment of Long-Lived Assets The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable. To determine recoverability of a long-lived asset, management evaluates whether the estimated future undiscounted net cash flows from the asset are less than its carrying amount. If impairment is indicated, the long-lived asset would be written down to fair value. Fair value is determined by an evaluation of available price information at which assets could be bought or sold, including quoted market prices, if available, or the present value of the estimated future cash flows based on reasonable and supportable assumptions. During the year ended December 31, 2020, management reviewed the intangible assets and goodwill of WebTegrity, and determined that there were indications of impairment. Business Combinations The acquisition of subsidiaries is accounted for using the purchase method. The cost of the acquisition is measured at the aggregate of the fair value, at the acquisition date, of assets received, liabilities incurred or assumed, and equity instruments issued by the Company in exchange for control of the acquiree. Any costs directly attributable to the business combination are expensed in the period incurred. The acquiree’s identifiable assets and liabilities are recognized at their fair values at the acquisition date. Goodwill arising on acquisition is recognized as an asset and initially measured at cost, being the excess of the cost of the business combination over the Company’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities recognized. Indefinite Lived Intangibles and Goodwill Assets The Company accounts for business combinations under the acquisition method of accounting in accordance with ASC 805, “Business Combinations,” where the total purchase price is allocated to the tangible and identified intangible assets acquired and liabilities assumed based on their estimated fair values. Significant estimates in valuing certain intangible assets include, but are not limited to, future expected cash flows from acquired customer lists, acquired technology, and trade names from a market participant perspective, useful lives and discount rates. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. The purchase price is allocated using the information currently available, and may be adjusted, up to one year from acquisition date, after obtaining more information regarding, among other things, asset valuations, liabilities assumed and revisions to preliminary estimates. The purchase price in excess of the fair value of the tangible and identified intangible assets acquired less liabilities assumed is recognized as goodwill. The Company tests for indefinite lived intangibles and goodwill impairment in the fourth quarter of each year and whenever events or circumstances indicate that the carrying amount of the asset exceeds its fair value and may not be recoverable. In accordance with its policies, at December 31, 2020 the Company performed a qualitative assessment of indefinite lived intangibles and goodwill related to WebTegrity and determined there was impairment of indefinite lived intangibles and goodwill. Therefore, an impairment of indefinite lived intangibles and goodwill was recognized. The impairment test conducted by the Company includes an assessment of whether events occurred that may have resulted in impairment of goodwill and intangible assets. Because it was determined that events had occurred which effected the fair value of goodwill and intangible assets, the Company conducted the two-step approach to determine the fair value and required adjustment. The steps are as follows: 1. Based on the totality of qualitative factors, determine whether the carrying amount of the intangible asset may not be recoverable. Qualitative factors and key assumptions reviewed include the following: ● Increases in costs, such as labor, materials or other costs that could negatively affect future cash flows. The Company assumed that costs associated with labor, materials, and other costs should be consistent with fair market levels. If the costs were materially higher than fair market levels, then such costs may adversely affect the future cash flows of the Company or reporting units. ● Financial performance, such as negative or declining cash flows, or reductions in revenue may adversely affect recoverability of the recorded value of the intangible assets. During our analysis, the Company assumes that revenues should remain relatively consistent or show gradual growth month-to-month and quarter-to-quarter. If we report revenue declines, instead of increases or flat levels, then such condition may adversely affect the future cash flows of the Company or reporting units. ● Legal, regulatory, contractual, political, business or other factors that could affect future cash flows. During our analysis, the Company assumes that the legal, regulatory, political or business conditions should remain consistent, without placing material pressure on the Company or any of its reporting units. If such conditions were to become materially different than what has been experienced historically, then such conditions may adversely affect the future cash flows of the Company or reporting units. ● Entity-specific events such as losses of management, key personnel, or customers, may adversely affect future cash flows. During our analysis, the Company assumes that members of management, key personnel, and customers will remain consistent period-over-period. If not effectively replaced, the loss of members of management and key employees could adversely affect operations, culture, morale and overall success of the company. In addition, if material revenue from key customers is lost and not replaced, then future cash flows will be adversely affected. ● Industry or market considerations, such as competition, changes in the market, changes in customer dependence on our service offering, or obsolescence could adversely affect the Company or its reporting units. We understand that the market we serve are constantly changing, requiring us to change with it. During our analysis, we assume that we will address new opportunities in service offering and industries served. If we do not make such changes, then we may experience declines in revenue and cash flow, making it difficult to re-capture market share. ● Macroeconomic conditions such as deterioration in general economic conditions or limitations on accessing capital could adversely affect the Company. During our analysis, we acknowledge that macroeconomic factors, such as the economy, may affect our business plan because our customers may reduce budgets for our services. If there are material declines in the economy, which lead to reductions in revenue then such conditions may adversely affect the Company. 2. Compare the carrying amount of the intangible asset to the fair value. 3. If the carrying amount is greater than the fair value, then the carrying amount is reduced to reflect fair value. In accordance with its policies, the Company performed a qualitative assessment of indefinite lived intangibles and goodwill at December 31, 2019 and determined there was impairment of indefinite lived intangibles and goodwill from our Parscale Media and Parscale Creative acquisitions. Accordingly, all intangible assets and goodwill related to the Parscale Media and Parscale Creative acquisitions have been written off, amounting to $744,444 for Parscale Media and $6,016,323 for Parscale Creative. This amount reduced the consolidated balances of Parscale Digital, as outlined below. This amount is included in Operating Expenses on the Income Statement, for the year ended December 31, 2019. An impairment assessment was also conducted during the year ended December 31, 2020 related to the WebTegrity acquisition and determined that impairment of indefinite lived intangibles and goodwill was necessary. Accordingly, all intangible assets and goodwill related to the WebTegrity acquisition have been written off, amounting to $560,000. This amount reduced the consolidated balances of WebTegrity, as outlined below. This amount is included in Operating Expenses on the Income Statement, for the year ended December 31, 2020. At the time of the impairment analysis, the remaining prior year balance of the Customer List ($71,606) had already been expensed throughout the year ended December 31, 2020. Goodwill and Intangible assets are comprised of the following, presented as net of amortization: December 31, 2020 Parscale Digital WebTegrity CloudCommerce Total Customer list — — — — Non-compete agreement — — — — Domain name and trademark — — 26,582 26,582 Brand name — — — — Goodwill — — — — Total — — 26,582 26,582 December 31, 2019 Parscale Digital WebTegrity CloudCommerce Total Customer list — 71,606 — 71,606 Non-compete agreement — — — — Domain name and trademark — — 27,271 27,271 Brand name — 130,000 — 130,000 Goodwill — 430,000 — 430,000 Total — 631,606 27,271 658,877 Concentrations of Business and Credit Risk The Company operates in a single industry segment. The Company markets its services to companies and individuals in many industries and geographic locations. The Company’s operations are subject to rapid technological advancement and intense competition. Accounts receivable represent financial instruments with potential credit risk. The Company typically offers its customers credit terms. The Company makes periodic evaluations of the credit worthiness of its enterprise customers and other than obtaining deposits pursuant to its policies, it generally does not require collateral. In the event of nonpayment, the Company has the ability to terminate services. As of December 31, 2020, the Company held cash and cash equivalents in the amount of $10,538, which was held in the operating bank accounts. Of this amount, $10,538 was held in multiple accounts, in amounts that did not exceeding the FDIC insured limit of $250,000. For further discussion on concentrations see footnote 14. Stock-Based Compensation The Company addressed the accounting for share-based payment transactions in which an enterprise receives employee services in exchange for either equity instruments of the enterprise or liabilities that are based on the fair value of the enterprise’s equity instruments or that may be settled by the issuance of such equity instruments. The transactions are accounted for using a fair-value-based method and recognized as expenses in our statement of operations. Stock-based compensation expense recognized during the period is based on the value of the portion of stock-based payment awards that is ultimately expected to vest. Stock-based compensation expense recognized in the consolidated statement of operations during the year ended December 31, 2020, included compensation expense for the stock-based payment awards granted prior to, but not yet vested, as of December 31, 2020 based on the grant date fair value estimated. Stock-based compensation expense recognized in the consolidated statement of operations for the year ended December 31, 2020 is based on awards ultimately expected to vest or has been reduced for estimated forfeitures. Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The stock-based compensation expense recognized in the consolidated statements of operations during the year ended December 31, 2020 and 2019 were $390,035 and $391,959, respectively. Basic and Diluted Net Income (Loss) per Share Calculations Income (Loss) per Share dictates the calculation of basic earnings per share and diluted earnings per share. Basic earnings per share are computed by dividing income available to common shareholders by the weighted-average number of common shares available. Diluted earnings per share is computed similar to basic earnings per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. The shares for employee options, warrants and convertible notes were used in the calculation of the income per share. For the year ended December 31, 2020, the Company has excluded 106,489,498 shares of common stock underlying options, 20,912,852 shares of common stock underlying warrants, 10,000 Series A Preferred shares convertible into 100,000,000 shares of common stock, 18,025 Series B Preferred shares convertible into 450,625,000 shares of common stock, 14,425 Series C Preferred shares convertible into 144,250,000 shares of common stock, 90,000 Series D Preferred shares convertible into 225,000,000 shares of common stock, 10,000 Series E Preferred shares convertible into 20,000,000 shares of common stock, 2,597 Series G Preferred shares convertible into 136,684,211 shares of common stock and 18,388,400 shares of common stock underlying $183,884 in convertible notes, because their impact on the loss per share is anti-dilutive. For the year ended December 31, 2019, the Company has excluded 150,275,799 shares of common stock underlying options, 10,000 Series A Preferred shares convertible into 100,000,000 shares of common stock, 18,025 Series B Preferred shares convertible into 450,625,000 shares of common stock, 14,425 Series C Preferred shares convertible into 144,250,000 shares of common stock, 90,000 Series D Preferred shares convertible into 225,000,000 shares of common stock, 10,000 Series E Preferred shares convertible into 20,000,000 shares of common stock and 66,144,941 shares of common stock underlying $543,464 in convertible notes, because their impact on the loss per share is anti-dilutive. Dilutive per share amounts are computed using the weighted-average number of common shares outstanding and potentially dilutive securities, using the treasury stock method if their effect would be dilutive. Accounting for Derivatives The Company evaluates all of its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. For stock-based derivative financial instruments, the Company uses a probability weighted average series Binomial lattice formula pricing models to value the derivative instruments at inception and on subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date. During the year ended December 31, 2020, all convertible notes that contained derivative instruments were converted leaving a derivative liability balance of zero. As of December 31,2020, the company had a single convertible note (see footnote 8), which is convertible at a fixed price and therefore does not contain an embedded derivative. Therefore, as of December 31,2020, the company had no derivative. Recently Adopted Accounting Pronouncements Management reviewed accounting pronouncements issued during the year ended December 31, 2020, and the following pronouncement was adopted during the period. In January 2017, the FASB issued 2017-04, Intangibles - Goodwill and Other Management reviewed accounting pronouncements issued during the year ended December 31, 2019, and the following pronouncements were adopted during the period. In February 2016, the FASB issued ASU No. 2016-02, (“ASU 2016-02”). Under ASU 2016-02, lessees recognize a right-of-use asset and a liability for all of their , other than those that meet the definition of a short-term . For income statement purposes, must be classified as either operating or finance. Operating will result in straight-line expense, similar to current operating , while finance will result in a front-loaded pattern, similar to current capital Recently Issued Accounting Pronouncements Not Yet Adopted None noted Income Taxes The Company uses the asset and liability method of accounting for income taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to financial statements carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry-forwards. The measurement of deferred tax assets and liabilities is based on provisions of applicable tax law. The measurement of deferred tax assets is reduced, if necessary, by a valuation allowance based on the amount of tax benefits that, based on available evidence, is not expected to be realized. For the year ended December 31, 2020, we used the federal tax rate of 21% in our determination of the deferred tax assets and liabilities balances. |
Revenue Recognition
Revenue Recognition | 12 Months Ended |
Dec. 31, 2020 | |
Revenue Recognition and Deferred Revenue [Abstract] | |
Revenue Recognition | 3. REVENUE RECOGNITION On January 1, 2018, the Company adopted ASU 2014-09 Revenue from Contracts with Customers The core principles of revenue recognition under ASC 606 includes the following five criteria: 1. Identify the contract with the customer Contract with our customers may be oral, written, or implied. A written and signed contract stating the terms and conditions is the preferred method and is consistent with most customers. The terms of a written contract may be contained within the body of an email, during which proposals are made and campaign plans are outlined, or it may be a stand-alone document signed by both parties. Contracts that are oral in nature are consummated in status and pitch meetings and may be later followed up with email detail of the terms of the arrangement, along with a proposal document. No work is commenced without an understanding between the Company and our customers, that a valid contract exists. 2. Identify the performance obligations in the contract Our sales and account management teams define the scope of services to be offered, to ensure all parties are in agreement and obligations are being delivered to the customer as promised. The performance obligation may not be fully identified in a mutually signed contract, but may be outlined in email correspondence, face-to-face meetings, additional proposals or scopes of work, or phone conversations. 3. Determine the transaction price Pricing is discussed and identified by the operations team prior to submitting a proposal to the customer. Based on the obligation presented, third-party service pricing is established, and time and labor is estimated, to determine the most accurate transaction pricing for our customer. Price is subject to change upon agreed parties, and could be fixed or variable, milestone focused or T&M. 4. Allocate the transaction price to the performance obligations in the contract If a contract involves multiple obligations, the transaction pricing is allocated accordingly, during the performance obligation phase (criteria 2 above). 5. Recognize revenue when (or as) we satisfy a performance obligation The Company uses several means to satisfy the performance obligations: a. Billable Hours b. Ad Spend c. Milestones d. Monthly Retainer e. Hosting The Company generates income from four main revenue streams: data science, creative design, web development, digital marketing, and other. Each revenue stream is unique, and includes the following features: Data Science – Data Propria We analyze big data (large volume of information) to reveal patterns and trends associated with human behavior and interactions that can lead to better decisions and strategic business moves. As a result of our data science work, our clients are able to make informed and valuable decisions to positively impact their bottom lines. We classify revenue as data science that includes polling, research, modeling, data fees, consulting and reporting. Contracts are generated to assure both the Company and the client are committed to partnership and both agree to the defined terms and conditions and are typically less than one year. Transaction pricing is usually a lump sum, which is estimated by specific project requirements. The Company recognizes revenue when performance obligations are met, including, when the data sciences service is performed, polling is conducted, or support hours are expended. If the data sciences service is a fixed fee retainer, then the obligation is earned at the end of the period, regardless of how much service is performed. Creative Design – Giles Design Bureau We provide branding and creative design services which set apart our clients from their competitors and establish themselves in their specific market. We believe in showcasing our client’s brand uniquely and creatively to infuse the public with curiosity to learn more. We classify revenue as creative design that includes branding, photography, copyrighting, printing, signs and interior design. Contracts are generated to assure both the company and the client are committed to partnership and both agree to the defined terms and conditions and are typically less than one year. The Company recognizes revenue when performance obligations are met, usually when creative design services obligations are complete, when the hours are recorded, designs are presented, website themes are complete, or any other criteria as mutually agreed. Web Development – WebTegrity We develop websites that attract high levels of traffic for our clients. We offer our clients the expertise to manage and protect their website, and the agility to adjust their online marketing strategy as their business expands. We classify revenue as web development that includes website coding, website patch installs, ongoing development support and fixing inoperable sites. Contracts are generated to assure both the company and the client are committed to the partnership and both agree to the defined terms and conditions. Although most projects are long-term (6-8 months) in scope, we do welcome short-term projects which are invoiced as the work is completed at a specified hourly rate. In addition, we offer monthly hosting support packages, which ensures websites are functioning properly. The Company records web development revenue as earned, when the developer hours are recorded (if T&M arrangements) or when the milestones are achieved (if a milestone arrangement). Digital Marketing – Parscale Digital We have a reputation for providing digital marketing services that get results. Whether presenting a vibrant but simple message about our clients that will enlighten their audience or deploying an influential digital marketing political campaign across one or multiple social media platforms, our marketing strategist are poised to execute and deliver valuable marketing results to our clients. We classify revenue as digital marketing that includes ad spend, SEO management and digital ad support. Billable hours and advertising spending are estimated based on client specific needs and subject to change with client concurrence. Revenue is recognized when ads are run on one of the third-party platforms or when the hours are recorded by the digital marketing specialist, if the obligation relates to support or services. Other We offer services that do not fit into the other four categories but rely heavily on the “other” services to provide the entire support package for our clients. Included in this category are domain name management, account management, web hosting, client training, and partner commissions. Revenue is recognized for these services as the service is performed (such as account management or training) or during the month in which the service was provided (such as hosting, partner commissions and domain name registration). Included in creative design and digital marketing revenues are costs that are reimbursed by our clients, including third party services, such as photographers and stylists, furniture, supplies, and the largest component, digital advertising. We have determined, based on our review, that the amounts classified as reimbursable costs should be recorded as gross (principal), due to the following factors: - The Company is the primary obligor in the arrangement; - We have latitude in establishing price; - We have discretion in supplier selection; and - The Company has credit risk During the year ended December 31, 2020 and 2019, we included $5,155,079 and $3,344,978 respectively, in revenue, related to reimbursable costs. The deferred revenue and customer deposits as of December 31, 2020 and December 31, 2019 were $841,290 and $2,080,762, respectively. For the year ended December 31, 2020 and 2019, revenue was disaggregated into the five categories as follows: Year Ended December 31, 2020 Year Ended December 31, 2019 Third Parties Related Parties Total Third Parties Related Parties Total Data Sciences $ 596,446 $ — $ 596,446 $ 1,150,706 $ 14,400 $ 1,165,106 Design 2,390,676 — 2,390,676 2,031,974 624 2,032,598 Development 330,404 — 330,404 1,425,757 46,332 1,472,089 Digital Advertising 6,085,038 3,640 6,088,678 3,650,491 179,640 3,830,131 Other 336,074 — 336,074 719,960 26,579 746,539 Total $ 9,738,638 $ 3,640 $ 9,742,278 $ 8,978,888 $ 267,575 $ 9,246,463 |
Liquidity And Operations
Liquidity And Operations | 12 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Liquidity and Operations | 4. LIQUIDITY AND OPERATIONS The Company had net loss of $1,210,650 for the year ended December 31, 2020, and $10,123,380 for the year ended December 31, 2019, and net cash used in operating activities of $(1,812,623) and provided by operating activities of $133,886, in the same periods, respectively. As of December 31, 2020, the Company had a short-term borrowing relationship with five lenders. The lenders provided short-term and long-term financing under a secured borrowing arrangement, using our accounts receivable as collateral or uncollateralized term loans, disclosed in footnote 7, as well as convertible notes disclosed in footnote 8. As of December 31, 2020, there were no unused sources of liquidity, nor were there any commitments of material capital expenditures. While the Company expects that its capital needs in the foreseeable future may be met by cash-on-hand and projected positive cash-flow, there is no assurance that the Company will be able to generate enough positive cash flow or have sufficient capital to finance its growth and business operations, or that such capital will be available on terms that are favorable to the Company or at all. In the current financial environment, it could become difficult for the Company to obtain working capital and other business financing. There is no assurance that the Company would be able to obtain additional working capital through the sale of its securities or from any other source. |
Business Acquisitions
Business Acquisitions | 12 Months Ended |
Dec. 31, 2020 | |
Business Combinations [Abstract] | |
Business Acquisitions | 5. BUSINESS ACQUISITIONS Parscale Creative, Inc. On August 1, 2017, the Company completed the acquisition of Parscale Creative, Inc., a Nevada corporation (“Parscale Creative”). As of that date, the Company’s wholly owned operating subsidiary, Parscale Digital, Inc., a Nevada corporation (“Parscale Digital”), merged with Parscale Creative, and the name of the combined subsidiary was changed to Parscale Digital. The total purchase price of $7,945,000, was paid in the form of the issuance of ninety thousand (90,000) shares of the Company's Series D Convertible Preferred Stock, at a liquidation preference of one hundred dollars ($100) per share, plus dividend payments based on 5% of adjusted revenue of Parscale Digital. Adjusted revenue is defined as total revenue, minus digital marketing media buys. Based on the growth of the Parscale Digital, the actual amount of the dividend payments is estimated to be in the range of $850,000 and $1,300,000, over 36 months, if we achieve 0.5% to 3% monthly adjusted revenue growth. The dividend payments are recorded as a reduction to additional paid in capital. During the year ended December 31, 2020, we did not pay any dividend related to the Series D Convertible Preferred stock, and as of December 31, 2020, the accrued balance of the Series D Preferred dividend payable was $237,753. As of the date of closing, Brad Parscale, the 100% owner of Parscale Creative, was appointed to the Company’s Board of Directors. On December 10, 2019, Mr. Parscale resigned from the Company’s Board of Directors. The Company assumed net liabilities of $535,000, related to this acquisition. Under the purchase method of accounting, the transactions were valued for accounting purposes at $7,945,000, which was the fair value of Parscale Creative at the time of acquisition. The assets and liabilities of Parscale Creative were recorded at their respective fair values as of the date of acquisition. The acquisition date estimated fair value of the consideration transferred and purchase price allocation consisted of the following: Cash $ 200,000 Customer deposits and accrued expenses (535,000 ) Net tangible liabilities $ (335,000 ) Non-compete agreements $ 280,000 Brand name 1,930,000 Customer list 2,090,000 Goodwill 3,645,000 Total purchase price $ 7,945,000 Issuance of series D convertible preferred stock $ 7,610,000 Net tangible liabilities 335,000 Total purchase price $ 7,945,000 During the year ended December 31, 2019, we determined that the goodwill and intangibles related to the Parscale Creative acquisition were impaired. Therefore, all remaining indefinite and finite-lived intangibles, and goodwill were written off at that time. The amount of the write off, included in operating expenses was $6,016,323, for the year ended December 31, 2019. WebTegrity, LLC On November 15, 2017, the Company completed the acquisition of WebTegrity. As of that date, the Company’s operating subsidiary, Parscale Digital, Inc., a Nevada corporation, merged with WebTegrity and the name of the combined subsidiary remained unchanged as Parscale Digital. On April 16, 2018, we organized WebTegrity as a Nevada corporation, and split WebTegrity from Parscale Digital. The total purchase price of $900,000, was paid in the form of the issuance of ten thousand (10,000) shares of the Company's Series E Convertible Preferred Stock, at a liquidation preference of one hundred dollars ($100) per share. Under the purchase method of accounting, the transactions were valued for accounting purposes at $900,000, which was the fair value of WebTegrity at the time of acquisition. The assets and liabilities of WebTegrity were recorded at their respective fair values as of the date of acquisition. The acquisition date estimated fair value of the consideration transferred and purchase price allocation consisted of the following: Current assets $ 78,000 Fixed assets 30,000 Liabilities (48,000 ) Net assets 60,000 Brand name 130,000 Customer list 280,000 Goodwill 430,000 Total purchase price $ 900,000 Issuance of Series E Convertible Preferred Stock $ 900,000 The Parscale Creative and WebTegrity acquisitions are based on a preliminary purchase price allocation , and include identifiable intangible assets, which were based on their estimated fair values as of the acquisition date. The excess of purchase price over the estimated fair value of the net tangible and identifiable intangible assets acquired was recorded as goodwill. The allocation of the purchase price required management to make significant estimates in determining the fair values of assets acquired and liabilities assumed, especially with respect to identifiable intangible assets. These estimated fair values were based on information obtained from management of the acquired companies and historical experience and, with respect to the long-lived tangible and intangible assets, were made with the assistance of an independent valuation firm. During the year ended December 31, 2020, the Company performed an impairment analysis of the goodwill and intangible assets and found that the fair value of those assets were less than the respective carrying values. Therefore, the Company recorded an impairment loss of $560,000 from the brand name and goodwill. All customer list intangible assets were fully amortized before the impairment analysis was conducted and are therefore included in amortization expense on the statement of cash flows and the income statement. Parscale Media, LLC On August 1, 2017, the Company entered into a purchase agreement with Brad Parscale, to purchase Parscale Media, LLC, a website hosting business, formed under the laws of Texas. Under the terms of the agreement, the Company agreed to pay Mr. Parscale $1,000,000 in cash, upon closing the transaction, but in no event later than January 1, 2018. On February 1, 2018, the Company entered into an amended purchase agreement which provided for the issuance of a promissory note to Mr. Parscale as consideration for the acquisition, under which the Company agreed to pay Mr. Parscale $1,000,000 in twelve equal installments, and interest of 4% on the promissory note (the “Parscale Media Note”). For the year ended December 31, 2018, the Company made total payments of $350,600 on the promissory note, which includes $11,693 of interest expense. For the year ended December 31, 2018, we included $12,859 in interest expense related to this liability. On November 20, 2018, the Company exchanged the remaining balance of the Parscale Media Note for an equal amount owed by Mr. Parscale to the Company. As of November 20, 2018, the balance on the Parscale Media Note was zero. Current assets $ — Brand name 100,000 Customer list 400,000 Goodwill 500,000 Total purchase price $ 1,000,000 During the year ended December 31, 2019, we determined that the goodwill and intangibles related to the Parscale Media acquisition were imparted. Therefore, all remaining indefinite and finite-lived intangibles, and goodwill were written off. The amount of the write off, included in operating expenses was $744,444, for the year ended December 31, 2019. The above Parscale Creative, WebTegrity, and Parscale Media acquisitions are based on a preliminary purchase price allocation , and include identifiable intangible assets, which were based on their estimated fair values as of the acquisition date. The excess of purchase price over the estimated fair value of the net tangible and identifiable intangible assets acquired was recorded as goodwill. The allocation of the purchase price required management to make significant estimates in determining the fair values of assets acquired and liabilities assumed, especially with respect to identifiable intangible assets. These estimated fair values were based on information obtained from management of the acquired companies and historical experience and, with respect to the long-lived tangible and intangible assets, were made with the assistance of an independent valuation firm. |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2020 | |
Intangible Assets | |
Intangible Assets | 6. INTANGIBLE ASSETS The Company conducted an impairment analysis for the year ended December 31, 2020 and determined that based on qualitative factors that impairment was necessary for the intangible assets or goodwill of WebTegrity. Domain Name On June 26, 2015, the Company purchased the rights to the domain “CLOUDCOMMERCE.COM”, from a private party at a purchase price of $20,000, plus transaction costs of $202, which will be used as the main landing page for the Company. The total recorded cost of this domain of $20,202 has been included in other assets on the balance sheet. As of December 31, 2020, we have determined that this domain has an indefinite useful life, and as such, is not included in depreciation and amortization expense. The Company will assess this intangible asset annually for impairment, in addition to it being classified with indefinite useful life. Trademark On September 22, 2015, the Company purchased the trademark rights to “CLOUDCOMMERCE”, from a private party at a purchase price of $10,000. The total recorded cost of this trademark of $10,000 has been included in other assets on the balance sheet. The trademark expires in 2020 and may be renewed for an additional 10 years. As of September 30, 2015, we determined that this intangible asset has a definite useful life of 174 months, and as such, will be included in depreciation and amortization expense. For the year ended December 31, 2020 and 2019, the Company included $689 and $690, respectively, in depreciation and amortization expense related to this trademark. As of December 31, 2020, the balance on this intangible asset was $6,381. Non-Compete Agreements In connection with the Company’s August 1, 2017, acquisition of Parscale Creative Brad Parscale agreed to certain non-compete provisions, for a period of three years. The Company has placed a value on this non-compete agreement at $280,000, amortized over a period of 36 months. For the year ended December 31, 2020 and 2018 we have included $93,333 and $93,333 in amortization expense related to this non-compete agreement. During our annual impairment analysis in the 2019 fiscal year, it was determined that the intangible assets of Parscale Creative were impaired. Therefore, as of December 31, 2019, the remaining balance of this intangible asset of $54,444 was written off and included in loss on impairment of goodwill and intangible assets on the income statement. As of December 31, 2020, the balance on this intangible asset was zero. Customer List On August 1, 2017, the Company acquired Parscale Creative, and has calculated the value of the customer list acquired at $2,090,000, with a useful life of 3 years. During the year ended December 31, 2019, the Company performed our annual impairment analysis and we determined that the intangible assets of Parscale Creative were impaired. Therefore, as of December 31, 2019, the remaining balance of this intangible asset of $386,879 was written off and included in loss on impairment of goodwill and intangible assets on the income statement. As of December 31, 2019, the balance on this intangible asset was zero. On November 15, 2017, the Company acquired WebTegrity, and have calculated the value of the customer list acquired at $280,000, with a useful life of 3 years. During the year ended December 31, 2020, the Company performed our annual impairment analysis and we determined that the intangible assets of WebTegrity were impaired. Therefore, as of December 31, 2020, the remaining balance of this intangible asset of $7,161 was written off and included in loss on impairment of goodwill and intangible assets on the income statement. As of December 31, 2020, the balance on this intangible asset was zero. On February 1, 2018, the Company acquired Parscale Media, and has calculated the value of the customer list acquired at $400,000, with a useful life of 3 years. During the year ended December 31, 2019, the Company performed our annual impairment analysis and we determined that the intangible assets of Parscale Media were impaired. Therefore, as of December 31, 2019, the remaining balance of this intangible asset of $144,445 was written off and included in loss on impairment of goodwill and intangible assets on the income statement. As of December 31, 2019, the balance of this intangible asset was zero. Brand Name On November 15, 2017, the Company acquired WebTegrity, and have calculated the value of the brand name at $130,000, which is included in other assets on the balance sheet. As of September 30, 2018, we have determined that this brand name has an indefinite useful life, and as such, is not included in depreciation and amortization expense. The Company will assess this intangible asset annually for impairment, in addition to it being classified with an indefinite useful life. In evaluating whether this brand had an indefinite useful life, the Company considered the following criteria: o Expected use – We expected to retain the name and brand, leveraging the good reputation and client following. Within the WordPress industry, the WebTegrity name was well known, and the founder of the company has been asked to speak at various conferences. o Expected useful life of related group – The WebTegrity name does not relate to another intangible asset or group of intangible assets. Therefore, this criterion was not considered. o Limits to useful life – There was no legal, regulatory, or contractual limitation to this intangible asset’s life. o Historical experience – This asset does not require an extension or renewal, in order for it to remain on our balance sheet. o Effects of other factors – We did consider this criterion in determining useful life, especially since WebTegrity was in a highly competitive industry, mostly relying on the WordPress platform. Was there a chance of obsolescence or decline due to competition. In addition, we concluded that there was not a chance of obsolescence or decline due to competition. Even though there is much competition, WebTegrity produced a quality product with a great team, resulting in long term clients. o Maintenance required – There is no maintenance expenditure to obtain future cash flows. Therefore, this criterion was not taken into consideration. During the year ended December 31, 2019, the Company performed our annual impairment analysis and we determined that the intangible assets of Parscale Creative were impaired. Therefore, as of December 31, 2019, the remaining balance of this intangible asset of $1,930,000 was written off and included in loss on impairment of goodwill and intangible assets on the income statement. As of December 31, 2019, the balance on this intangible asset was zero. On November 15, 2017, the Company acquired WebTegrity, and have calculated the value of the brand name at $130,000, which is included in other assets on the balance sheet. During our annual impairment analysis it was determined that the intangible assets of WebTegrity was impaired. Therefore, as of December 31, 2020, the balance of these intangible asset of $130,000 was written off and included in loss on impairment of goodwill and intangible assets on the income statement. Goodwill On August 1, 2017, the Company acquired Parscale Creative, and have calculated the value of the goodwill at $3,645,000, which was included in other assets on the balance sheet. During the year ended December 31, 2019, the Company performed our annual impairment analysis and it was determined that the goodwill and intangible assets of Parscale Creative were impaired. Therefore, as of December 31, 2019, the balance of this goodwill of $3,645,000 was written off and included in loss on impairment of goodwill and intangible assets on the income statement. As of December 31, 2019, the balance of this goodwill was zero. On November 15, 2017, the Company acquired WebTegrity, and have calculated the value of the goodwill at $430,000, which is included in other assets on the balance sheet. During the year ended December 31, 2020, the Company performed our annual impairment analysis and it was determined that the goodwill and intangible assets of WebTegrity were impaired. Therefore, as of December 31, 2020, the balance of this goodwill of $430,000 was written off and included in loss on impairment of goodwill and intangible assets on the income statement. As of December 31, 2020, the balance of this goodwill was zero. On February 1, 2018, the Company acquired Parscale Media, and have calculated the value of the goodwill at $500,000, which is included in other assets on the balance sheet. During the year ended December 31, 2019, the Company performed our annual impairment analysis and it was determined that the goodwill and intangible assets of Parscale Media were impaired. Therefore, as of December 31, 2019, the balance of this goodwill of $500,000 was written off and included in loss on impairment of goodwill and intangible assets on the income statement. As of December 31, 2019, the balance of this goodwill was zero. The Company’s intangible assets consist of the following: December 31, 2020 December 31, 2019 Gross Accumulated Amortization Net Gross Accumulated Amortization Net Customer list $ — $ — $ — $ 280,000 $ (208,394 ) $ 71,606 Non-compete agreement — — — — — — Domain name and trademark 30,201 (3,619 ) 26,582 30,201 (2,930 ) 27,271 Brand name — — — 130,000 — 130,000 Goodwill — — — 430,000 — 430,000 Total $ 30,201 $ (3,619 ) $ 26,582 $ 870,201 $ (211,324 ) $ 658,877 Total amortization expense charged to operations for the year ended December 31, 2020, and 2019 were The following table of remaining amortization of finite life intangible assets, for the years ended December 31, includes the intangible assets acquired, in addition to the CloudCommerce trademark: 2021 690 2022 690 2023 690 Thereafter 4,311 Total $ 6,381 |
Credit Facilities
Credit Facilities | 12 Months Ended |
Dec. 31, 2020 | |
Credit Facilities | |
Credit Facilities | 7. CREDIT FACILITIES Lines of Credit On November 30, 2016, CLWD Operations entered into a 12-month agreement wherein amounts due from our customers were pledged to a third party, in exchange for a borrowing facility in amounts up to a total of $400,000. The agreement was amended on March 23, 2017, which increased the allowable borrowing amount by $100,000, to a maximum of $500,000. On November 30, 2017, the agreement auto renewed for another twelve months. The proceeds from the facility are determined by the amounts we invoice our customers. We record the amounts due from customers in accounts receivable and the amount due to the third party as a liability, presented under “Lines of credit” on the Balance Sheet. During the term of this facility, the third-party lender has a first priority security interest in CLWD Operations, and therefore, we will require such third-party lender’s written consent to obligate CLWD Operations further or pledge our assets against additional borrowing facilities. Because of this position, it may be difficult for CLWD Operations to secure additional secured borrowing facilities. The cost of this secured borrowing facility is 0.05% of the daily balance. During the year ended December 31, 2020 and 2019, the Company included $34,921 and $650 respectively, in interest expense, related to this secured borrowing facility, and as of and December 31, 2019, the outstanding balances were $379,797 and $5,228, respectively. On October 19, 2017, Parscale Digital entered into a 12-month agreement with a third party to pledge the rights to amounts due from our customers, in exchange for a borrowing facility in amounts up to a total of $500,000. The agreement was amended on April 12, 2018, which increased the allowable borrowing amount by $250,000, to a maximum of $750,000. The proceeds from the facility are determined by the amounts we invoice our customers. We evaluated this facility in accordance with ASC 860, classifying it as a secured borrowing arrangement. As such, we record the amounts due from customers in accounts receivable and the amount due to the third party as a liability, presented under “Lines of credit” on the Balance Sheet. During the term of this facility, the third-party lender has a first priority security interest in Parscale Digital, and will, therefore, we will require such third-party lender’s written consent to obligate it further or pledge our assets against additional borrowing facilities. Because of this position, it may be difficult for Parscale Digital to secure additional secured borrowing facilities. The cost of this secured borrowing facility is 0.05% of the daily balance. During the year ended December 31, 2020 and 2019, the Company included $45,605 and $85,291, respectively, in interest expense, related to this secured borrowing facility, and as of year ended and 2019, the combined outstanding balances were zero and $258,646, respectively. This borrowing facility had an expiration date of November 11, 2019 and were not renewed. On August 2, 2018, Giles Design Bureau, WebTegrity, and Data Propria entered into 12-month agreements with a third party to pledge the rights to amounts due from our customers, in exchange for borrowing facilities in amounts up to a total of $150,000, $150,000 and $600,000, respectively. The proceeds from the facility are determined by the amounts we invoice our customers. We evaluated these facilities in accordance with ASC 860, classifying as secured borrowing arrangements. As such, we record the amounts due from customers in accounts receivable and the amount due to the third party as a liability, presented under “Lines of credit” on the Balance Sheet. During the term of these facilities, the third-party lender has a first priority security interest in the respective entities, and will, therefore, we will require such third-party lender’s written consent to obligate the entities further or pledge their assets against additional borrowing facilities. Because of this position, it may be difficult for the entities to secure additional secured borrowing facilities. The cost of this secured borrowing facilities is 0.056%, 0.056% and 0.049%, respectively, of the daily balance. During the year ended December 31, 2020 and 2019, the Company included $73,054 and $119,809, respectively, in interest expense, related to these secured borrowing facilities, and as of and December 31, 2019, the combined outstanding balances were zero and $213,088, respectively. These three borrowing facilities had an expiration date of August 22, 2020 and were not renewed. |
Convertible Notes Payable
Convertible Notes Payable | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Convertible Notes Payable | 8. CONVERTIBLE NOTES PAYABLE The conversion prices for each of the convertible notes is tied to the trading price of the Company’s common stock. Because of the fluctuation in stock price, the Company is required to report derivative gains and losses each quarter, which was included in earnings, and an overall derivative liability balance on the balance sheet. The Company also records a discount related to the convertible notes, which reduces the outstanding balance of the total amount due and presented as a net outstanding balance on the balance sheet. During the quarter ended June 30, 2020, all convertible notes that contained embedded derivative instruments were converted, leaving a derivative liability balance of zero. As of December 31, 2020, the Company had a single convertible note, which is convertible at a fixed price and therefore does not contain an embedded derivative. Therefore, as of December 31, 2020, the company had no derivative liability. As of December 31, 2020, the Company had a As of December 31, 2020, the balance of the discount was also zero. The discount is amortized throughout the term of the notes and included in interest expense. For the year ended December 31, 2020, the amount of amortization related to the discount, included in interest expense was $211,222. On March 25, 2013, the Company issued a convertible promissory note (the “March 2013 Note”) in the amount of up to $100,000, at which time we received an initial advance of $50,000 to cover operational expenses. The lender, a related party, advanced an additional $20,000 on April 16, 2013, $15,000 on May 1, 2013 and $15,000 on May 16, 2013, for a total draw of $100,000. The terms of the March 2013 Note, as amended, allow the lender to convert all or part of the outstanding balance plus accrued interest, at any time after the effective date, at a conversion price of $0.004 per share. The March 2013 Note bore interest at a rate of 10% per year and matured on March 25, 2018. On May 23, 2014, the lender converted $17,000 of the outstanding balance and accrued interest of $1,975 into 4,743,699 shares of common stock. On October 14, 2014, the lender converted $17,000 of the outstanding balance and accrued interest of $2,645 into 4,911,370 shares of common stock. On April 17, 2018, the lender converted $16,000 of the outstanding balance and accrued interest of $8,106 into 6,026,301 shares of common stock. On June 23, 2020, the lender converted $50,000 of the outstanding balance and accrued interest of $36,260 into 21,565,068 shares of common stock. The balance of the March 2013 Note, as of December 31, 2020 was zero. This note was converted within the terms of the agreement. On April 20, 2018, the Company issued a convertible promissory note (the “April 2018 Note”) in the amount of up to $200,000, at which time we received an initial advance of $200,000 to cover operational expenses. The terms of the April 2018 Note, as amended, allow the lender, a related party, to convert all or part of the outstanding balance plus accrued interest, at any time after the effective date, at a conversion price of $0.01 per share. The April 2018 Note bears interest at a rate of 5% per year and matures on April 20, 2021. During the year ended December 31, 2018, it was determined that the April 2018 Note offered a conversion price which was lower than the market price, and therefore included a beneficial conversion feature. The Company included the amortization of this beneficial conversion feature in interest expense in the amount of $139,726 during the year ended December 31, 2018, and $60,274 during the year ended December 31, 2019. During the year ended December 31, 2019, it was determined that the conversion feature of the April 2018 Note was considered a derivative in accordance with current accounting guidelines because of the reset conversion features of the April 2018 Note. The fair value of the April 2018 Notes has been determined by using the Binomial lattice formula from the effective date of the note. On June 23, 2020, the lender converted $38,894 of the outstanding balance and accrued interest of $4,236 into 4,313,014 shares of common stock. The balance of the April 2018 Note, as of December 31, 2020, was $183,884, which includes $22,778 of accrued interest. This note was converted within the terms of the agreement. On January 16, 2019 the Company issued a promissory note (the “January 16, 2019 Note”) in the amount of $103,000 at which time the Company received $100,000, and the remaining $3,000 was retained by the lender to cover legal and administrative cost. The proceeds were used to cover operational expenses. The January 16, 2019 Note bore interest at a rate of 10% per year, had a maturity date of January 16, 2020, and was convertible into common stock 180 days after issuance. The conversion price was calculated as a 39% discount off of the average of the two lowest trading prices during the 20 trading days prior to conversion. During the year ended December 31, 2019, the lender converted the entire balance of $103,000, plus $5,150 interest into 44,780,900 shares, leaving a balance of zero. Because the Company records the value of convertible notes at fair value, no gain or loss is recorded upon conversion. This note was converted within the terms of the agreement. On January 31, 2019 the Company issued a promissory note (the “January 31, 2019 Note”) in the amount of $53,500 at which time the Company received $50,000, and the remaining $3,500 was retained by the lender to cover legal and administrative cost. The proceeds were used to cover operational expenses. The January 31, 2019 Note bore interest at a rate of 10% per year, had a maturity date of January 31, 2020, and was convertible into common stock 180 days after issuance. The conversion price was calculated as a 39% discount to the lowest trading prices during the 15 trading days prior to conversion. During the year ended December 31, 2019, the lender converted the entire balance of $53,500, plus $3,165 interest and fee into 56,483,670 shares. During the year ended December 31, 2020, the lender converted $3,935 accrued interest and fees into 4,300,327 shares, leaving a balance of zero. Because the Company records the value of convertible notes at fair value, no gain or loss is recorded upon conversion. This note was converted within the terms of the agreement. As of December 31, 2020, the balance of the January 31, 2019 Note was zero. On February 21, 2019 the Company issued a promissory note (the “February 21, 2019 Note”) in the amount of $53,000 at which time the Company received $50,000, and the remaining $3,000 was retained by the lender to cover legal and administrative cost. The proceeds were used to cover operational expenses. The February 21, 2019 Note bore interest at a rate of 10% per year, had a maturity date of February 21, 2020, and was convertible into common stock 180 days after issuance. The conversion price was calculated as a 39% discount to the average of the two lowest trading prices during the 20 trading days prior to conversion. During the year ended December 31, 2019, the lender converted the entire balance of $53,000, plus $2,650 interest into 62,281,512 shares, leaving a balance of zero. Because the Company records the value of convertible notes at fair value, no gain or loss is recorded upon conversion. This note was converted within the terms of the agreement. As of December 31, 2020, the balance of the February 21, 2019 Note was zero. On April 24, 2019 the Company issued a promissory note (the “April 24, 2019 Note”) in the amount of $43,000 at which time the Company received $43,000, and the remaining $3,000 was retained by the lender to cover legal and administrative cost. The proceeds were used to cover operational expenses. The April 24, 2019 Note bore interest at a rate of 10% per year, had a maturity date of April 24, 2020, and was convertible into common stock 180 days after issuance. The conversion price was calculated as a 39% discount off of the average of the two lowest trading prices during the 20 trading days prior to conversion. During the year ended December 31, 2019, the lender converted the entire balance of $43,000, plus $2,150 interest into 53,117,648 shares, leaving a balance of zero. Because the Company records the value of convertible notes at fair value, no gain or loss is recorded upon conversion. This note was converted within the terms of the agreement. As of December 31, 2020, the balance of the April 24, 2019 Note was zero. On May 2, 2019 the Company issued a convertible promissory note (the “May 2, 2019 Note”) in the amount of $48,500 at which time the Company received $45,000, and the remaining $3,500 was retained by the lender to cover legal and administrative cost. The proceeds were used to cover operational expenses. The May 2, 2019 Note bore interest at a rate of 10% per year, had a maturity date of May 2, 2020, and was convertible into common stock 180 days after issuance. The conversion price was calculated as a 39% discount to the lowest trading price during the 15 trading days prior to conversion. The conversion feature of the May 2, 2019 Note was considered a derivative in accordance with current accounting guidelines because of the reset conversion features of the May 2, 2019 Note. The fair value of the May 2, 2019 Notes has been determined by using the Binomial lattice formula from the effective date of the note. During the year ended December 31, 2020, the lender converted $40,772 principal and fees into 39,200,000 shares, and $13,578 principal, interest and fees into 22,258,360 shares, leaving a balance of zero. This note was converted within the terms of the agreement. On June 10, 2019 the Company issued a promissory note (the “June 10, 2019 Note”) in the amount of $53,000 at which time the Company received $50,000, and the remaining $3,000 was retained by the lender to cover legal and administrative cost. The proceeds were used to cover operational expenses. The June 10, 2019 Note bore interest at a rate of 10% per year, had a maturity date of June 10, 2020, and was convertible into common stock 180 days after issuance. The conversion price was calculated as a 39% discount to the average of the two lowest trading prices during the 20 trading days prior to conversion. During the year ended December 31, 2019, the lender converted the entire balance of $53,000, plus $2,650 interest into 65,470,589 shares, leaving the balance of zero. This note was converted within the terms of the agreement. On July 16, 2019 the Company issued a convertible promissory note (the “July 16, 2019 Note”) in the amount of $43,000 at which time the Company received $40,000, and the remaining $3,000 was retained by the lender to cover legal and administrative cost. The proceeds were used to cover operational expenses. The July 16, 2019 Note bore interest at a rate of 10% per year, had a maturity date of July 10, 2020, and was convertible into common stock 180 days after issuance. The conversion price was calculated as a 39% discount to the lowest trading price during the 15 trading days prior to conversion. Because the conversion feature of the July 16, 2019 Note was not available to the lender, as of September 30, 2020, the July 16, 2019 Note was not considered a derivative. The Company will include the July 16, 2019 Note in the valuation and accounting for derivatives once the 180 days conversion restriction period expires. During the year ended December 31, 2020, the lender converted $52,300 principal, interest and fees into 91,500,000 shares, leaving a balance of zero. This note was converted within the terms of the agreement. On September 4, 2019 the Company issued a convertible promissory note (the “September 4, 2019 Note”) in the amount of $53,000 at which time the Company received of $50,000, and the remaining $3,000 was retained by the lender to cover legal and administrative cost. The proceeds were used to cover operational expenses. The September 4, 2019 Note bore interest at a rate of 10% per year, had a maturity date of September 4, 2020, and was convertible into common stock 180 days after issuance. The conversion price was calculated as a 39% discount to the average of the two lowest trading prices during the 20 trading days prior to conversion. Because the conversion feature of the September 4, 2019 Note was not available to the lender, as of December 31, 2019, the September 4, 2019 Note was not considered a derivative. The Company will include the September 4, 2019 Note in the valuation and accounting for derivatives once the 180 days conversion restriction period expires. During the year ended December 31, 2020, the lender converted $48,000 principal into 35,357,143 shares, and $7,650 principal and interest into 7,806,122 shares, leaving a balance of zero. This note was converted within the terms of the agreement. On December 2, 2019 the Company issued a convertible promissory note (the “December 2, 2019 Note”) in the amount of $38,000 at which time the Company received of $35,000, and the remaining $3,000 was retained by the lender to cover legal and administrative cost. The proceeds were used to cover operational expenses. The December 2, 2019 Note bore interest at a rate of 10% per year, had a maturity date of December 2, 2020, and was convertible into common stock 180 days after issuance. The conversion price was calculated as a 39% discount to the average of the two lowest trading prices during the 20 trading days prior to conversion. Because the conversion feature of the December 2, 2019 Note was not available to the lender, as of December 31, 2019, the December 2, 2019 Note was not considered a derivative. On June 1, 2020, the Company repaid the remaining balance of the December 2, 2019 note, of $55,824, which includes principal, interest and prepayment penalty, leaving a balance of zero. The prepayment penalty of $16,528 was included in interest expense for the year ended December 31, 2020. On December 5, 2019 the Company issued a convertible promissory note (the “December 5, 2019 Note”) in the amount of $53,000 at which time the Company received of $50,000, and the remaining $3,000 was retained by the lender to cover legal and administrative cost. The proceeds were used to cover operational expenses. The December 5, 2019 Note bore interest at a rate of 10% per year, had a maturity date of December 5, 2020, and was convertible into common stock 180 days after issuance. The conversion price was calculated as a 39% discount to the average of the two lowest trading prices during the 20 trading days prior to conversion. Because the conversion feature of the December 5, 2019 Note was not available to the lender, as of December 31, 2019, the December 5, 2019 Note was not considered a derivative. On June 3, 2020, the Company repaid the remaining balance of the December 2, 2019 note, of $77,859, which includes principal, interest and prepayment penalty, leaving a balance of zero. The prepayment penalty of $22,988 was included in interest expense for the year ended December 31, 2020. |
Notes Payable
Notes Payable | 12 Months Ended |
Dec. 31, 2020 | |
Notes Payable | |
Notes Payable | 9. NOTES PAYABLE Related Party Notes Payable On August 3, 2017, the Company issued a promissory note (the “August 3, 2017 Note”) in the amount of $25,000, at which time the entire balance of $25,000 was received to cover operational expenses. The August 3, 2017 Note bears interest at a rate of 5% per year and is payable upon demand, but in no event later than 36 months from the effective date. The balance of the August 3, 2017 Note, as of December 31, 2020 is $29,267, which includes $4,267 of accrued interest. On August 15, 2017, the Company issued a promissory note (the “August 15, 2017 Note”) in the amount of $34,000, at which time the entire balance of $34,000 was received to cover operational expenses. The August 15, 2017 Note bears interest at a rate of 5% per year and is payable upon demand, but in no event later than 36 months from the effective date. The balance of the August 15, 2017 Note, as of December 31, 2020 is $39,747 which includes $5,747 of accrued interest. On August 28, 2017, the Company issued a promissory note (the “August 28, 2017 Note”) in the amount of $92,000, at which time the entire balance of $92,000 was received to cover operational expenses. The August 28, 2017 Note bears interest at a rate of 5% per year and is payable upon demand, but in no event later than 36 months from the effective date. The balance of the August 28, 2017 Note, as of December 31, 2020 is $107,388 which includes $15,388 of accrued interest. On September 28, 2017, the Company issued a promissory note (the “September 28, 2017 Note”) in the amount of $63,600, at which time the entire balance of $63,600 was received to cover operational expenses. The September 28, 2017 Note bears interest at a rate of 5% per year and is payable upon demand, but in no event later than 36 months from the effective date. The balance of the September 28, 2017 Note, as of December 31, 2020 is $73,968, which includes $10,368 of accrued interest. On October 11, 2017, the Company issued a promissory note (the “October 11, 2017 Note”) in the amount of $103,500, at which time the entire balance of $103,500 was received to cover operational expenses. The October 11, 2017 Note bears interest at a rate of 5% per year and is payable upon demand, but in no event later than 36 months from the effective date. The balance of the October 11, 2017 Note, as of December 31, 2020 is $120,188, which includes $16,688 of accrued interest. On October 27, 2017, the Company issued a promissory note (the “October 27, 2017 Note”) in the amount of $106,000, at which time the entire balance of $106,000 was received to cover operational expenses. The October 27, 2017 Note bears interest at a rate of 5% per year and is payable upon demand, but in no event later than 36 months from the effective date. The balance of the October 27, 2017 Note, as of December 31, 2020 is $122,858, which includes $16,858 of accrued interest. On November 15, 2017, the Company issued a promissory note (the “November 15, 2017 Note”) in the amount of $62,000, at which time the entire balance of $62,000 was received to cover operational expenses. The November 15, 2017 Note bears interest at a rate of 5% per year and is payable upon demand, but in no event later than 36 months from the effective date. The balance of the November 15, 2017 Note, as of December 31, 2020 is $71,699, which includes $9,699 of accrued interest. On November 27, 2017, the Company issued a promissory note (the “November 27, 2017 Note”) in the amount of $106,000, at which time the entire balance of $106,000 was received to cover operational expenses. The November 27, 2017 Note bears interest at a rate of 5% per year and is payable upon demand, but in no event later than 36 months from the effective date. The balance of the November 27, 2017 Note, as of December 31, 2020 is $122,408, which includes $16,408 of accrued interest. On December 19, 2017, the Company issued a promissory note (the “December 19, 2017 Note”) in the amount of $42,000, at which time the entire balance of $42,000 was received to cover operational expenses. The December 15, 2017 Note bears interest at a rate of 5% per year and is payable upon demand, but in no event later than 36 months from the effective date. The balance of the December 15, 2017 Note, as of December 31, 2020 is $48,375, which includes $6,375 of accrued interest. On January 3, 2018, the Company issued a promissory note (the “January 3, 2018 Note”) in the amount of $49,000, at which time the entire balance of $49,000 was received to cover operational expenses. The January 3, 2018 Note bears interest at a rate of 5% per year and is payable upon demand, but in no event later than 36 months from the effective date. The balance of the January 3, 2018 Note, as of December 31, 2020 is $56,337, which includes $7,337 of accrued interest. As of December 31, 2020, and December 31, 2019, the notes payable due to related parties totaled $792,235 and $1,018,524, respectively. On January 17, 2020, the Company exchanged the below related party notes payable for 2,597 shares of Series G preferred stock. The table includes the balances of each note, on the date of the exchange. During the quarter ended June 30, 2020, the Company included $560 in interest expense, related to the exchanged notes. As of December 31, 2020, the balances of the exchanged notes were zero. Note Date Principal Accrued Interest Total Due Gain on Exchange Series G Preferred Shares November 30, 2017 $ 30,000 $ 3,197 $ 33,197 $ 70 $ 331 January 30, 2018 72,000 7,072 79,072 168 789 February 1, 2018 85,000 8,314 93,314 198 931 July 23, 2019 25,000 610 25,610 58 256 August 20, 2019 10,000 205 10,205 23 102 August 28, 2019 18,500 360 18,860 43 188 Total $ 240,500 $ 19,758 $ 260,258 $ 560 $ 2,597 Third Party Notes Payable On June 29, 2018, the Company issued a promissory note (the “June 2018 Note”), in the amount of $750,000, at which time the Company received $735,000. The remaining $15,000 was retained by the lender as an origination fee. On February 28, 2019 the promissory note was refinanced, and the balance increased to $1,000,000 (the “February 28, 2019 Note”). As of the date of closing the lender withheld $25,443 from the $375,000 balance increase as an origination fee, netting $349,557 to the Company, and on April 3, 2019 the Company received the remaining $250,000. The February 28, 2019 Note bears interest at a rate of 18% per year and is amortized over 12 months. During the year ended December 31, 2020, the Company made payments totaling $506,919 and included $64,326 in interest expense related to this note. As of December 31, 2020, the outstanding balance on the “February 28, 2019 Note” was zero. On May 5, 2020, the Company issued a promissory note (the “May 2020 Note”) in the amount of $780,680, at which time the entire balance of $780,680 was received to cover payroll and other operating expenses. This May 2020 Note was issued through the Small Business Administration Paycheck Protection Program (the “PPP Program”), and bears interest at a rate of 1% per year. The PPP Program loans allow a deferment period of 6 months, which would require payments to be made starting November 5, 2020. On November 13, 2020, the May 2020 Note was forgiven in full. As of December 31, 2020, the balance on the May 2020 Note was zero, and the Company recorded a gain in the amount of $780,680. On October 21, 2020, the Company issued a promissory note (the “October 2020 Note”) in the amount of $600,000, at which time a balance of $548,250 was received after subtracting lender costs. The October 2020 Note bears interest at a rate of 12% per year, with 12 months of interest guaranteed. The Company issued 32,232,333 shares of our common stock in connection with this borrowing, which required the recording of a discount in the amount of $299,761 against the balance, amortized over the term of the note. As of December 31, 2020, the balance owed on the December 2020 Note was $672,000 and includes $72,000 of interest, and when the discount of $242,273 is subtracted, the net balance on the balance sheet is $429,727. The Company included a total of $57,488 of amortization expense in depreciation and amortization on the statement of cash flows and the income statement. Since the entire interest amount is guaranteed, the Company recorded $72,000 in interest expense related to this note. On December 10, 2020, the Company issued a promissory note (the “December 2020 Note”) in the amount of $150,000, at which time a balance of $130,875 was received after subtracting lender costs. The December 2020 Note bears interest at a rate of 12% per year, with 12 months of interest guaranteed. The Company issued 5,769,230 shares of our common stock in connection with this borrowing, which required the recording of a discount in the amount of $34,615 against the balance, amortized over the term of the note. As of December 31, 2020, the balance owed on the December 2020 Note was $168,000 and includes $18,000 of interest, and when the discount of $32,718 is subtracted, the net balance on the balance sheet is $135,282. The Company included a total of $1,897 of amortization expense in depreciation and amortization on the statement of cash flows and the income statement. Since the entire interest amount is guaranteed, the Company recorded $18,000 in interest expense related to this note. |
Derivative Liabilities
Derivative Liabilities | 12 Months Ended |
Dec. 31, 2020 | |
Derivative Liabilities | |
Derivative Liabilities | 10. DERIVATIVE LIABILITIES During the prior year, the Company determined that the convertible notes outstanding as of December 31, 2019 contained embedded derivative instruments as the conversion price was based on a variable that was not an input to the fair value of a “fixed-for-fixed” option as defined under FASB ASC Topic No. 815 – 40. During the quarter ended June 30, 2020, all convertible notes that contained embedded derivative instruments were converted, leaving a derivative liability balance of zero. As of December 31, 2020, the Company had a single convertible note (see footnote 8), which is convertible at a fixed price and therefore does not contain an embedded derivative. The Company determined the fair values of the embedded convertible notes derivatives and tainted convertible notes using the lattice valuation model. The balance of the fair value of the re as of December 31, 2020 and December 31, 2019 is as follows: Balance at December 31, 2019 $ 342,850 Additions due to new convertible notes 127,273 Reduction due to conversions and adjustments (339,105 ) Mark-to-market adjustment (131,018 ) Balance at December 31, 2020 $ — During the year ended December 31, 2020 and 2019, the Company incurred losses of $0 and $0, respectively, on the conversion of convertible notes. In connection with the convertible notes, for the year ended December 31, 2020 and 2019, the Company recorded $37,787 and $31,168, respectively, of interest expense and $270,607 and $387,124 respectively, of debt discount amortization expense. As of December 31, 2020, and 2019, the Company had approximately zero and $57,964, respectively, of accrued interest related to the convertible notes that contained embedded derivative. |
Capital Stock
Capital Stock | 12 Months Ended |
Dec. 31, 2020 | |
Capital Stock | |
Capital Stock | 11. CAPITAL STOCK At December 31, 2020 and 2019, the Company’s authorized stock consists of 2,000,000,000 shares of common stock, par value $0.001 per share. The Company is also authorized to issue 5,000,000 shares of preferred stock, par value of $0.001 per share. The rights, preferences and privileges of the holders of the preferred stock will be determined by the Board of Directors prior to issuance of such shares. The conversion of certain outstanding preferred stock could have a significant impact on our common stockholders. As of the date of this report, the Board has designated Series A, Series B, Series C, Series D, Series E, Series F and Series G Preferred Stock. Series A Preferred The Company has designated 10,000 shares of its preferred stock as Series A Preferred Stock. Each share of Series A Preferred Stock is convertible into 10,000 shares of the Company’s common stock. The holders of outstanding shares of Series A Preferred Stock are entitled to receive dividends, payable quarterly, out of any assets of the Corporation legally available therefor, at the rate of $8 per share annually, payable in preference and priority to any payment of any dividend on the common stock. As of December 31, 2020, the Company has 10,000 shares of Series A Preferred Stock outstanding. During the year ended December 31, 2020 and 2019, we paid dividends of $20,000 and $20,000, respectively, to the holders of Series A Preferred stock. As of December 31, 2020, the balance owed on the Series A Preferred stock dividend was $140,000. Series B Preferred The Company has designated 25,000 shares of its preferred stock as Series B Preferred Stock. Each share of Series B Preferred Stock shall have a stated value of $100. The Series B Preferred Stock is convertible into shares of fully paid and non-assessable shares of the Company's common stock by dividing the stated value by a conversion price of $0.004 per share. Series B Preferred Stock shall not be entitled to vote, as a separate class or otherwise, on any matter presented to the stockholders of the Company for their action or consideration at any meeting of stockholders of the Company. As of December 31, 2020, the Company has 18,025 shares of Series B Preferred Stock outstanding. Series C Preferred The Company has designated 25,000 shares of its preferred stock as Series C Preferred Stock. Each share of Series C Preferred Stock shall have a stated value of $100. The Series C Preferred Stock is convertible into shares of fully paid and non-assessable shares of the Company's common stock by dividing the stated value by a conversion price of $0.01 per share. Series C Preferred Stock shall not be entitled to vote, as a separate class or otherwise, on any matter presented to the stockholders of the Company for their action or consideration at any meeting of stockholders of the Company. As of December 31, 2020, the Company has 14,425 shares of Series C Preferred Stock outstanding. Series D Preferred The Company has designated 90,000 shares of its preferred stock as Series D Preferred Stock. Each share of Series D Preferred Stock shall have a stated value of $100. The Series D Preferred Stock is convertible into common stock at a ratio of 2,500 shares of common stock per share of preferred stock, and pays a quarterly dividend, calculated as (1/90,000) x (5% of the Adjusted Gross Revenue) of the Company’s subsidiary Parscale Digital. Adjusted Gross Revenue shall mean the top line gross revenue of Parscale Digital, as calculated under GAAP (generally accepted accounting principles) less any reselling revenue attributed to third party advertising products or service, such as, but not limited to, search engine keyword campaign fees, social media campaign fees, radio or television advertising fees, and the like. Series D Preferred Stock shall not be entitled to vote, as a separate class or otherwise, on any matter presented to the stockholders of the Company for their action or consideration at any meeting of stockholders of the Company. As of December 31, 2020, the Company has 90,000 shares of Series D Preferred Stock outstanding. During the year ended December 31, 2020, and 2019, we paid dividends of zero, and zero respectively, to the holders of Series D Preferred stock. As of December 31, 2020, the balance owed on the Series D Preferred stock dividend was $237,753, $26,792 of which relates to the year ended December 31, 2020. Series E Preferred The Company has designated 10,000 shares of its preferred stock as Series E Preferred Stock. Each share of Series E Preferred Stock shall have a stated value of $100. The Series E Preferred Stock is convertible into shares of fully paid and non-assessable shares of the Company's common stock by dividing the stated value by a conversion price of $0.05 per share. Series E Preferred Stock shall not be entitled to vote, as a separate class or otherwise, on any matter presented to the stockholders of the Company for their action or consideration at any meeting of stockholders of the Company. As of December 31, 2020, the Company had 10,000 shares of Series E Preferred Stock outstanding. Series F Preferred The Company has designated 800,000 shares of its preferred stock as Series F Preferred Stock. Each share of Series F Preferred Stock has a stated value of $25. The Series F Preferred Stock is not convertible into common stock. The holders of outstanding shares of Series F Preferred Stock are entitled to receive dividends, at the annual rate of 10%, payable monthly, payable in preference and priority to any payment of any dividend on the Company’s common stock. The Series F Preferred Stock does have voting rights, except as required by law and with respect to certain protective provisions set forth in the Certificate of Designation. To the extent it may lawfully do so, the Company may, in its sole discretion, after the first anniversary of the original issuance date of the Series F Preferred Stock, redeem any or all of the then outstanding shares of Series F Preferred Stock at a redemption price of $25 per share plus any accrued but unpaid dividends. The Series F Preferred Stock is being offered in connection with the Company’s offering under Regulation A under the Securities Act of 1933, as amended. As of December 31, 2020, the Company had had 2,413 shares of Series F Preferred Stock outstanding and an accrued dividend balance of $615. Series G Preferred On February 6, 2020, the Company designated 2,600 shares of its preferred stock as Series G Preferred Stock. Each share of Series G Preferred Stock has a stated value of $100. The Series G Preferred Stock is convertible into shares of the Company's common stock in an amount determined by dividing the stated value by a conversion price of $0.0019 per share. The Series G Preferred Stock does not have voting rights except as required by law and with respect to certain protective provisions set forth in the Certificate of Designation of Series G Preferred Stock. As of December 31, 2020, the Company had 2,597 shares of Series G Preferred Stock outstanding. |
Stock Options And Warrants
Stock Options And Warrants | 12 Months Ended |
Dec. 31, 2020 | |
Stock Options And Warrants | |
Stock Options and Warrants | 12. STOCK OPTIONS AND WARRANTS Stock Options On August 1, 2017, we granted non-qualified stock options to purchase up to 10,000,000 shares of our common stock to a key employee, at a price of $0.01 per share. The stock options vest equally over a period of 36 months and expire August 1, 2022. These options allow the optionee to exercise on a cashless basis, resulting in no cash payment to the company upon exercise. If the optionee exercises on a cashless basis, then the above water value (difference between the option price and the fair market price at the time of exercise) is used to purchase shares of common stock. Under this method, the number of shares of common stock issued will be less than the number of options used to obtain those shares of common stock. On September 30, 2018, the employee exercised, on a cashless basis, 3,324,201 options, resulting in 1,233,509 shares of common stock. On September 18, 2017, we granted non-qualified stock options to purchase up to 1,800,000 shares of our common stock to three key employees, at a price of $0.05 per share. The stock options vest equally over a period of 36 months and expire September 18, 2022. These options allow the optionee to exercise on a cashless basis, resulting in no cash payment to the company upon exercise. During the year ended December 31, 2019, two of the employees who held 1,200,000 options, collectively, left the company and the options were forfeited, and during the period ended June 30, 2020, a key employee who held 600,000 options left the Company and the options were forfeited. On January 3, 2018, we granted non-qualified stock options to purchase up to 20,000,000 shares of our common stock to a key employee, at a price of $0.04 per share. During the year ended December 31, 2020, the key employee left the Company and the options were forfeited. On January 17, 2020, we granted non-qualified stock options to purchase up to 283,000,000 shares of our common stock to ten key employees and nine directors, at an exercise price of $0.0019 per share. The stock options vest equally over a period of 36 months and expire January 17, 2025. These options allow the optionee to exercise on a cashless basis, resulting in no cash payment to the Company upon exercise, anytime after January 17, 2021. On June 2, 2020, we granted non-qualified stock options to purchase up to 17,000,000 shares of our common stock to a director, at an exercise price of $0.0018 per share. The stock options vest equally over a period of 36 months and expire June 2, 2025. These options allow the optionee to exercise on a cashless basis, resulting in no cash payment to the Company upon exercise, anytime after June 2, 2021. The Company used the historical industry index to calculate volatility, since the Company’s stock history did not represent the expected future volatility of the Company’s common stock. The fair value of options granted during the year ended December 31, 2020 and 2019, were determined using the Black Scholes method with the following assumptions: Year Ended Year Ended December 31, 2020 December 31, 2019 Risk free interest rate 1.86 % — Stock volatility factor 272 % — Weighted average expected option life 5 years — Expected dividend yield 0 % — A summary of the Company’s stock option activity and related information follows: Year Ended Year Ended Weighted Weighted average average exercise exercise Options price Options price Outstanding - beginning of year 150,275,799 $ 0.0160 151,475,799 $ 0.017 Granted 300,000,000 $ 0.0018 — $ — Exercised — $ — — $ — Forfeited (20,600,000 ) $ 0.04 (1,200,000 ) $ 0.050 Outstanding - end of year 429,675,799 $ 0.0051 150,275,799 $ 0.016 Exercisable at the end of year 223,165,297 $ 0.0081 141,466,119 $ 0.015 Weighted average fair value of options granted during the year $ 568,300 $ — As of December 31, 2020, and December 31, 2019, the intrinsic value of the stock options was approximately $1,366,650 and zero, respectively. Stock option expense for the year ended December 31, 2020 , and 2019 The Black Scholes option valuation model was developed for use in estimating the fair value of traded options, which do not have vesting restrictions and are fully transferable. In addition, option valuation models require the input of highly subjective assumptions, including the expected stock price volatility. Because the Company’s employee stock options have characteristics significantly different from those of traded options, and because changes in the subjective input assumptions can materially affect the fair value estimate, in management’s opinion, the existing models do not necessarily provide a reliable single measure of the fair value of its employee stock options. The weighted average remaining contractual life of options outstanding, as of December 31, 2020 was as follows: Weighted Average Number of remaining Exercise options contractual prices outstanding life (years) $ 0.0150 35,000,000 1.65 $ 0.0131 60,000,000 1.09 $ 0.0130 15,000,000 1.22 $ 0.0100 6,675,799 1.58 $ 0.0053 12,500,000 1.62 $ 0.0040 500,000 0.78 $ 0.0019 283,000,000 4.05 $ 0.0018 17,000,000 4.42 429,675,799 Warrants During the fiscal year ended December 31, 2020 the Company issued 10,912,852 warrants through four agreements, related to borrowings, which are exercisable immediately on a cashless basis at prices ranging from $0.005 to $0.0118 per share. As of December 31,2020, and 2019, there were 20,912,852 and 10,000,000 warrants outstanding, respectively. The fair value of warrants granted during the year ended December 31, 2020 and 2019, were determined using the Black Scholes method with the following assumptions: Year Ended Year Ended December 31, 2020 December 31, 2019 Risk free interest rate 0.40-0.42 % 1.86 % Stock volatility factor 335.7-337.1 % 272 % Weighted average expected warrant life 5 years 10 years Expected dividend yield 0 % 0 % A summary of the Company’s warrant activity and related information follows: Year Ended Year Ended Weighted Weighted average average exercise exercise Warrants price Warrants price Outstanding - beginning of period 10,000,000 $ 0.007 — $ — Issued 10,912,852 $ 0.007 10,000,000 $ 0.007 Exercised — $ — — $ — Forfeited — $ — — $ — Outstanding - end of period 20,912,852 $ 0.007 10,000,000 $ 0.007 Exercisable at the end of period 20,912,852 $ 0.007 10,000,000 $ 0.007 Weighted average fair value of warrants granted during the period $ 98,343 $ 67,000 Warrant expense for the year ended December 31, 2020 , and 2019 The weighted average remaining contractual life of warrants outstanding, as of December 31, 2020 was as follows: Weighted Average Number of remaining Exercise warrants contractual prices outstanding life (years) $ 0.0118 2,423,269 4.81 $ 0.0072 989,583 4.95 $ 0.0067 10,000,000 8.62 $ 0.0050 6,000,000 4.81 $ 0.0050 1,500,000 4.95 20,912,852 |
Related Parties
Related Parties | 12 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
Related Parties | 13. RELATED PARTIES Bountiful Capital, LLC, loaned the Company $100,000 on January 12, 2016, $500,000 through multiple fundings on the April 2016 Note, $500,000 through multiple fundings on the October 2016 Note, $38,000 on May 16, 2017, $46,000 on May 30, 2017, $26,000 on June 14, 2017, $23,500 on June 29, 2017, $105,000 on July 10, 2017, $50,500 on July 14, 2017, $53,500 on July 30, 2017, $25,000 on August 3, 2017, $34,000 on August 16, 2017, $92,000 on August 28, 2017, $63,600 on September 28, 2017, $103,500 on October 11, 2017, $106,000 on October 27, 2017, $62,000 on November 15, 2017, $106,000 on November 27, 2017, $30,000 on November 30, 2017, $42,000 on December 19, 2017, $49,000 on January 3, 2018, $72,000 on January 30, 2018, $85,000 on February 2, 2018, $25,000 on July 23, 2019, $10,000 on August 20, 2019 and $18,500 on August 28, 2019, as unsecured promissory notes (the “Bountiful Notes”). The terms of the Bountiful Notes include interest of 5% and are due and payable upon demand, but in no case later than 36 months after the effective date. On July 31, 2017, notes payable amounting to $1,442,500 and accrued interest of $43,414 were converted into 14,425 shares of Series C preferred stock. On January 17, 2020, notes payable amounting to $240,500 and accrued interest of $19,758 were converted into 2,597 shares of Series G preferred stock. At December 31, 2020 and December 31, 2019, principal on the Bountiful Notes and accrued interest totaled $792,235 and $1,018,524. The Company’s chief financial officer, Greg Boden, also serves as the president of Bountiful Capital, LLC. Brad Parscale served on the board of directors of the Company from the acquisition of Parscale Creative on August 1, 2017 until his resignation on December 10, 2019. Mr. Parscale is also the owner of Parscale Strategy, LLC. During the year ended December 31, 2020 and 2019, the Company earned $3,640 and $194,492, respectively, in revenue from providing services to Parscale Strategy, and as of December 31,2020 and 2019, Parscale Strategy had an outstanding accounts receivable of zero and $5,417, respectively. On August 1, 2017, Parscale Digital signed a lease with Bureau, Inc., a related party, to provide a workplace for the employees of Parscale Digital. Bureau, Inc., is wholly owned by Jill Giles, an employee of the Company. Details on this lease are included in Note 15. On August 1, 2017, Parscale Digital signed a lease with Parscale Strategy for computer equipment and office furniture. Parscale Strategy is wholly owned by Brad Parscale, who served on the CloudCommerce board of directors from August 1, 2017 until his resignation on December 10, 2019. Details of this lease are included in Note 15. As of December 31, 2020, we had convertible notes in the amount of $183,884 with a relative of a shareholder that owns in excess of 5%. We believe that the terms of those convertible notes are consistent with arm’s length transactions. |
Concentrations
Concentrations | 12 Months Ended |
Dec. 31, 2020 | |
Risks and Uncertainties [Abstract] | |
Concentrations | 14. CONCENTRATIONS For the year ended December 31, 2020 and 2019, the Company had two and one major customers who represented approximately 34% and 22% of total revenue, respectively. At December 31, 2020 and December 31, 2019, accounts receivable from two and two customers, represented approximately 32% and 35% of total accounts receivable, respectively. The customers comprising the concentrations within the accounts receivable are not the same customers that comprise the concentrations with the revenues discussed above. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 15. COMMITMENTS AND CONTINGENCIES Leases In February 2016, the FASB issued ASU 2016-02, “Leases” Topic 842, which amends the guidance in former ASC Topic 840, Leases The Company adopted the new lease guidance effective January 1, 2019 using the modified retrospective transition approach, applying the new standard to all of its leases existing at the date of initial application which is the effective date of adoption. Consequently, financial information will not be updated and the disclosures required under the new standard will not be provided for dates and periods before January 1, 2019. The Company has elected the practical expedient to combine lease and non-lease components as a single component. We did not elect the hindsight practical expedient which permits entities to use hindsight in determining the lease term and assessing impairment. The adoption of the lease standard did not change our previously reported consolidated statements of operations and did not result in a cumulative catch-up adjustment to opening equity. As of December 31, 2020, the company recognized ROU assets of $171,549 and operating lease liabilities of $171,549. The interest rate implicit in lease contracts is typically not readily determinable. As such, the Company utilizes its incremental borrowing rate of 10%, which is the rate incurred to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment. In calculating the present value of the lease payments, the Company elected to utilize its incremental borrowing rate based on the remaining lease terms as of the January 1, 2019 adoption date. Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at the commencement date. The operating lease ROU asset also includes any lease payments made and excludes lease incentives and initial direct costs incurred, if any. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Our leases have remaining lease terms of 1 year to 3 years, some of which include options to extend the lease term for up to an undetermined number of years. Operating Leases On August 1, 2017, Parscale Digital signed a lease agreement with Bureau, Inc., a related party, which commenced on August 1, 2017, for approximately 8,290 square feet, at 321 Sixth Street, San Antonio, TX 78215, for $9,800 per month, plus a pro rata share of the common building expenses. The lease expires on July 31, 2022. As of December 31, 2020, it is unclear whether we will attempt to extend this lease beyond the July 31, 2022 expiration date. However, because the lease expiration is greater than twelve months, the lease liability is included on the Balance Sheet as Right-of-use lease. This lease does not include a residual value guarantee, nor do we expect any material exit costs. As of January 1, 2019, we determined that this lease meets the criterion to be classified as a ROU Asset and is included on the balance sheet as Right-Of-Use Assets. As of December 31, 2020, the ROU asset and liability balances of this lease were $171,549 and $171,549, respectively. Total operating lease expense for the year ended December 31, 2020 and 2019 was $155,119 and $190,860, respectively. The Company is also required to pay its pro rata share of taxes, building maintenance costs, and insurance in according to the lease agreement. On May 21, 2014, the Company entered into a settlement agreement with the landlord of our previous location at 6500 Hollister Ave., Goleta, CA, to make monthly payments on past due rent totaling $227,052. Under the terms of the agreement, the Company will make monthly payments of $350 on a reduced balance of $40,250. Upon payment of $40,250, the Company will record a gain on extinguishment of debt of $186,802. As of December 31, 2020, the Company recorded the outstanding balance under this settlement agreement as a long-term accrued expense, with the current portion of the debt recorded in accrued expenses. As of December 31, 2020, and December 31, 2019, the Company owed $12,600 and $16,800 on the outstanding reduced payment terms, respectively. The Company is required to pay its pro rata share of taxes, building maintenance costs, and insurance in accordance with the operating lease agreements of Parscale Digital. Finance Leases On August 1, 2017, Parscale Digital signed a lease agreement with Parscale Strategy, a related party, for the use of office equipment and furniture. The lease provides for a term of thirty-six (36) months, at a monthly payment of $3,000, and an option to purchase all items at the end of the lease for one dollar. It is certain that the Company will exercise this purchase option. We have evaluated this lease in accordance with ASC 840-30 and determined that it meets the definition of a finance lease. The following is a schedule of the net book value of the finance lease. Assets December 31, 2020 December 31, 2019 Leased equipment under finance lease, $ 100,097 $ 100,097 less accumulated amortization (84,837 ) (60,007 ) Net $ 15,260 $ 40,090 Liabilities December 31, 2020 December 31, 2019 Obligations under finance lease (current) $ — $ 20,654 Obligations under finance lease (noncurrent) — — Total $ — $ 20,654 Below is a reconciliation of leases to the financial statements. ROU Operating Leases Finance Leases Leased asset balance $ 171,549 $ 15,260 Liability balance 171,549 — Cash flow (operating) — — Cash flow (financing) — — Interest expense $ 22,390 $ — The following is a schedule, by years, of future minimum lease payments required under the operating and finance leases. Years Ending December 31, ROU Operating Leases Finance Leases 2021 $ 117,600 $ 15,260 2022 68,600 — 2023 — — Thereafter — — Total 186,200 15,260 Less imputed interest (14,651 ) — Total liability $ 171,549 $ 15,260 Other information related to leases is as follows: Lease Type Weighted Average Remaining Term Weighted Average Discount Rate (1) Operating Leases 19 months 10 % Finance Leases 0 months 10 % (1) This discount rate is consistent with our borrowing rates from various lenders. Legal Matters The Company may be involved in legal actions and claims arising in the ordinary course of business, from time to time, none of which at the time are considered to be material to the Company’s business or financial condition. |
Supplemental Statement Of Cash
Supplemental Statement Of Cash Flows Information | 12 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Supplemental Statement of Cash Flows Information | 16. SUPPLEMENTAL STATEMENT OF CASH FLOWS INFORMATION During the year ended December 31, 2020, there were the following non-cash activities. - Certain lenders converted a total of $291,940 of principal, interest and fees, into 226,300,034 common shares. The Company recorded no losses on these conversions. As a result of these conversions, we recorded a reduction to the derivative liability of $339,105. Detail of the conversions is below. Conversion Date Note Date Principal Interest/Fees Shares January 21, 2020 January 31, 2019 $ $ 3,935 4,300,327 January 29, 2020 May 2, 2019 9,815 250 11,000,000 February 6, 2020 May 2, 2019 10,291 250 10,800,000 February 11, 2020 May 2, 2019 19,917 250 17,400,000 March 6, 2020 September 4, 2019 15,000 10,000,000 March 9, 2020 September 4, 2019 18,000 12,857,143 March 11, 2020 September 4, 2019 15,000 12,500,000 April 6, 2020 September 4, 2019 5,000 2,650 7,806,122 April 27, 2020 May 2, 2019 8,478 5,100 22,258,360 May 14, 2020 July 16, 2019 12,000 1,000 26,000,000 June 16, 2020 July 16, 2019 14,900 1,000 26,500,000 June 18, 2020 July 16, 2019 9,800 1,000 18,000,000 June 22, 2020 July 16, 2019 5,000 1,000 10,000,000 June 23, 2020 March 25, 2013 50,000 36,260 21,565,068 June 23, 2020 April 20, 2018 38,894 4,236 4,313,014 June 25, 2020 July 16, 2019 1,300 5,300 11,000,000 $ 233,395 $ 62,231 226,300,034 - The values of the ROU operating leases assets and liabilities each declined $95,209, netting to zero on the statement of cash flows. - Recorded an initial derivative discount for notes that became convertible during the period, in the amount of $127,273, which was converted and eliminated. - Related party debt and interest in the amount of $259,698 was exchanged for 2,597 shares of series G preferred stock. See footnote 9 for the details of this exchange. - Recorded the value of shares issued to lenders in the amount of $334,377. During the year ended December 31, 2019, there were the following non-cash activities. - Lenders converted debt into common stock, within the terms of the agreements. The Company recording no losses on the following conversions: Conversion Date Note Date Principal Interest/Fees Shares July 17, 2019 January 16, 2019 $ 12,000 $ 1,967,213 August 5, 2019 January 31, 2019 7,838 250 2,550,000 August 27, 2019 January 16, 2019 12,000 3,870,968 September 4, 2019 January 16, 2019 15,000 5,172,414 September 4, 2019 January 31, 2019 7,777 250 2,800,000 September 5, 2019 January 16, 2019 15,000 5,172,414 September 13, 2019 January 16, 2019 16,000 6,956,522 September 25, 2019 January 16, 2019 14,800 7,047,619 October 28, 2019 January 16, 2019 11,300 7,062,500 November 4, 2019 January 16, 2019 6,900 5,150 7,531,250 November 20, 2019 February 21, 2019 6,900 4,928,571 November 26, 2019 February 21, 2019 7,900 9,294,118 November 27, 2019 February 21, 2019 7,900 9,294,118 December 2, 2019 February 21, 2019 8,900 10,470,588 December 4, 2019 February 21, 2019 8,900 10,470,588 December 4, 2019 February 21, 2019 8,900 10,470,588 December 4, 2019 January 31, 2019 6,359 250 8,333,670 December 5, 2019 February 21, 2019 3,600 2,650 7,352,941 December 5, 2019 January 31, 2019 9,663 250 12,500,000 December 6, 2019 April 24, 2019 9,800 11,529,412 December 6, 2019 April 24, 2019 9,800 11,529,412 December 6, 2019 January 31, 2019 10,456 250 13,500,000 December 9, 2019 April 24, 2019 13,000 15,294,118 December 9, 2019 April 24, 2019 10,400 2,150 14,764,706 December 11, 2019 January 31, 2019 11,407 1,915 16,800,000 December 16, 2019 June 10, 2019 15,000 17,647,059 December 16, 2019 June 10, 2019 15,000 17,647,059 December 17, 2019 June 10, 2019 15,000 17,647,059 December 17, 2019 June 10, 2019 8,000 2,650 12,529,412 305,500 15,765 282,123,319 - Recorded the initial values of ROU operating leases, which increased ROU assets by $398,506 and operating lease liability by $398,506, netting to zero on the statement of cash flows. As of December 31, 2019, the ROU asset and liability balances were $266,758 and $266,758, respectively. - For the year ended December 31, 2019, the Company recorded a discount on the convertible notes and derivative liability in the amount of $467,019, which declined by $287,668 during the year due to conversions (derivative settlements). |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 17. INCOME TAXES The provision (benefit) for income taxes for the years ended December 31, 2020 and 2019 were as follows, assuming a 21% and 21% effective tax rate, respectively: For the years ended December 31, 2020 2019 Deferred tax provision: Federal Deferred tax asset $ 3,427,761 $ 3,263,237 Valuation allowance (3,427,761 ) (3,263,237 ) Total deferred tax provision $ — $ — As of December 31, 2020, the Company had approximately $16,322,673 in tax loss carryforwards that can be utilized in future periods to reduce taxable income through 2040. The deferred tax liability balances as of December 31, 2020 and 2019 were zero and zero, respectively. During the year ended December 31, 2018, it was determined that, due to the Company never having paid federal income taxes and having a large net operating loss (NOL), it is unlikely we will pay federal income taxes in the foreseeable future. The Company provided a valuation allowance equal to the deferred income tax assets for the period from June 30, 2011 to December 31, 2020 because it is not presently known whether future taxable income will be sufficient to utilize the tax loss carryforwards. The Company has no uncertain tax positions. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2020 | |
Subsequent Events | |
Subsequent Events | 18. SUBSEQUENT EVENTS. On January 5, 2021, we granted non-qualified stock options to purchase up to 368,000,000 shares of our common stock to six key employees and three directors, at an exercise price of $0.0068 per share. The stock options vest equally over a period of 36 months and expire January 5, 2026. These options allow the optionee to exercise on a cashless basis, resulting in no cash payment to the Company upon exercise, anytime after January 5, 2022. On January 15, 2021, a certain accredited investor converted $183,130.74 in principal, interest and fees resulting in the issuance of 18,313,074 shares of common stock. On January 22, 2021, the Company filed form S-3 to offer up to $100,000,000 worth of our stock to accredited investors. The offering became effective on February 16, 2021. On January 28, 2021, CloudCommerce, Inc. (the “Company”) entered into an Unsecured Promissory Note (the “Promissory Note”) in the aggregate principal amount of $840,000, with Bountiful Capital, LLC (the “Investor”) for gross proceeds of $840,000. The Promissory Note was funded on January 28, 2021. The Investor is a related party. The chief financial officer of the Company, Greg Boden, is also the president of Bountiful Capital, LLC. The Promissory Note bears interest at a rate of 5% per year and is not convertible into shares of common stock of the Company. Principal and interest under the Promissory Note are due and payable upon maturity on January 28, 2022. The Promissory Note also enumerates certain customary events of default, which include failure to pay principal and interest, insolvency, and bankruptcy. On February 4, 2021, CloudCommerce, Inc. (the “Company”) received loan proceeds of $780,680 under the Second Draw of the Paycheck Protection Program (“PPP2”). The PPP2 is evidenced by a promissory note (the “Note”), between the Company and the Cache Valley Bank (the “Lender”). The Note has a five-year term, bears interest at the rate of 1.00% per annum, and may be prepaid at any time without payment of any premium. No payments of principal or interest are due during the six-month period beginning on the date of the Note (the “Deferral Period”). The principal and accrued interest under the Note is forgivable after eight weeks if the Company uses the PPP2 Loan proceeds for eligible purposes, including payroll, benefits, rent and utilities, and otherwise complies with PPP2 requirements. In order to obtain forgiveness of the PPP2 Loan, the Company must submit a request and provide satisfactory documentation regarding its compliance with applicable requirements. The Company must repay any unforgiven principal amount of the Note, with interest, on a monthly basis following the Deferral Period. The Company intends to use the proceeds of the PPP2 Loan for eligible purposes and to pursue forgiveness, although the Company may take action that could cause some or all of the PPP Loan to become ineligible for forgiveness. No assurance is provided that forgiveness for all or any portion of the PPP2 Loan will be obtained. The Note contains customary events of default relating to, among other things, payment defaults and breaches of representations, warranties or covenants. The occurrence of an event of default may result in the repayment of all amounts outstanding, collection of all amounts owing from the Company, or filing suit and obtaining judgment against the Company. On February 18, 2021, the Company adopted the CloudCommerce, Inc. 2020 Equity Incentive Plan (the “Stock Plan”). The Stock Plan will be used as incentive for directors, executive officers, and employees of and key consultants to the Company. Pursuant to the Stock Plan, the Company may issue 200,000,000 shares of common stock. The plan is administered by the Company’s Board of Directors. On February 19, 2021, the Company entered into a securities purchase agreement with an accredited investor for the purchase and sale of an aggregate of 85,000,000 shares of common stock (the “Shares”), (ii) pre-funded warrants to purchase up to 57,857,143 shares of common stock (the “Pre-funded Warrants), and (iii) warrants to purchase up to 142,857,143 shares of common stock (the “Common Warrants,” and together with the Pre-Funded Warrants, the “Warrants”), in a registered direct offering at a purchase price of $0.07 per Share and Common Warrant, or $0.069 per Pre-Funded Warrant and Common Warrant. The Common Warrants will be exercisable for a period of five years commencing upon issuance, at an exercise price of $0.07 per share, subject to certain adjustments set forth therein. The Pre-funded Warrants will be exercisable commencing upon issuance and expiring upon the exercise of the Pre-funded Warrants in full, at an exercise price of $0.001 per share, subject to certain adjustments set forth therein. The Company received gross proceeds of $10,000,000 from this accredited investor. On March 5, 2021, we and the purchaser entered into an amendment agreement to the Purchase Agreement (the “Amendment Agreement”) to reduce the exercise price of the Common Warrants from $0.07 to $0.0454 per share of common stock. We also agreed to issue an additional 28,571,421 Common Warrants to the purchaser. No other changes to the Common Warrants or other terms of the Purchase Agreement were made. Following is the detail of the shares of common stock issued after December 31, 2020: Date of Issuance Type Shares January 15, 2021 Conversion 18,313,074 February 3, 2021 Preferred A Conv 40,000,000 February 3, 2021 Preferred A Conv 16,000,000 February 16, 2021 Preferred A Conv 44,000,000 February 18, 2021 Stock Options 2,160,294 February 22, 2021 Stock Sale 85,000,000 February 22, 2021 Debt Refinance 25,000,000 February 22, 2021 Stock Options 660,192 March 4, 2021 Stock Options 708,469 231,842,029 |
Summary Of Significant Accoun_2
Summary Of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Reclassifications | Reclassifications Certain prior periods have been recast to reflect current period presentation. During the year ended December 31, 2020 we began to recognize cost of revenue in the statement of operation. All prior periods have been recast to reflect this change. |
Accounts Receivable | Accounts Receivable The Company extends credit to its customers, who are located nationwide. Accounts receivable are customer obligations due under normal trade terms. The Company performs continuing credit evaluations of its customers’ financial condition. Management reviews accounts receivable on a regular basis, based on contracted terms and how recently payments have been received to determine if any such amounts will potentially be uncollected. The Company includes any balances that are determined to be uncollectible in its allowance for doubtful accounts. After all attempts to collect a receivable have failed, the receivable is written off. The balance of the allowance account at December 31, 2020 and December 31, 2019 are $742 and $118,589, respectively. During the years ended December 31, 2020 and December 31, 2019, we included $16,868 and $114,748, respectively, in expense related to balances that were written off as bad debt. On November 30, 2016, the Company entered into an agreement whereby accounts receivable amounts due from our customers to CLWD Operations were pledged to a third party. Under the terms of the agreement, the Company may receive advances in amounts up to $400,000, based on the amounts we invoice our customers, for a period of one year. Because the Company maintains the collectability risk of all outstanding balances, we record the customer balances at fair value in accounts receivable, including an allowance for any balances at risk of collectability, and the amount due to the third party as a liability. On March 23, 2017, the Company amended the secured borrowing arrangement, which increased the maximum allowable balance by $100,000, to a total of $500,000. As of , 2020, the balance due from this arrangement was $379,797. On October 19, 2017, the Company entered into an agreement whereby accounts receivable amounts due from our customers to Parscale Digital were pledged to a third party. Under the terms of the agreement, the Company may receive advances in amounts up to $500,000, based on the amounts we invoice our customers, for a period of one year. Because the Company maintains the collectability risk of all outstanding balances, we record the customer balances at fair value in accounts receivable, including an allowance for any balances at risk of collectability, and the amount due to the third party as a liability. On April 12, 2018, the Company amended the secured borrowing arrangement, which increased the maximum allowable balance by $250,000, to a total of $750,000. This borrowing facility had an expiration date of November 11, 2020 and was not renewed. As of December 31, 2020 , the balance due from this arrangement was zero. On August 2, 2018, the Company entered into agreements whereby accounts receivable amounts due from our customers to Giles Design Bureau, WebTegrity and Data Propria were pledged to a third party. Under the terms of the agreements, the Company may receive advances in amounts up to $150,000, $150,000 and $600,000, respectively, based on the amounts we invoice our customers, for a period of one year. Because the Company maintains the collectability risk of all outstanding balances, we record the customer balances at fair value in accounts receivable, including an allowance for any balances at risk of collectability, and the amount due to the third party as a liability. As of August 22, 2020, these three borrowing facilities have expired and were not renewed. As of December 31, 2020 , the combined balance due from these arrangements was zero. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires the use of estimates and assumptions by management in determining the reported amounts of assets and liabilities, disclosures of contingent liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. |
Revenue Recognition | Revenue Recognition The Company recognizes income when the service is provided or when product is delivered. We present revenue, net of customer incentives. Most of the income is generated from professional services and site development fees. We provide online marketing services that we purchase from third parties. The gross revenue presented in our statement of operations includes digital advertising revenue. We also offer professional services such as development services. The fees for development services with multiple deliverables constitute a separate unit of accounting in accordance with ASC 606, which are recognized as the work is performed. Upfront fees for development services or other customer services are deferred until certain implementation or contractual milestones have been achieved. If we have performed work for our clients, but have not invoiced clients for that work, then we record the value of the work in an asset in costs in excess of billings. The terms of services contracts generally are for periods of less than one year. The deferred revenue and customer deposits as of December 31, 2020 and 2019 was $841,290 and $2,080,762, respectively. The costs in excess of billings as of December 31, 2020 and 2019 was zero and $21,606, respectively. See footnote 3 for a disclosure of our use of estimates and judgement, as it relates to revenue recognition. We always strive to satisfy our customers by providing superior quality and service. Since we typically bill based on a Time and Materials basis, there are no returns for work delivered. When discrepancies or disagreements arise, we do our best to reconcile those by assessing the situation on a case-by-case basis and determining if any discounts can be given. Historically, no significant discounts have been granted. Included in revenue are costs that are reimbursed by our clients, including third party services, such as photographers and stylists, furniture, supplies, and the largest component, digital advertising. We have determined, based on our review, that the amounts classified as reimbursable costs should be recorded as gross, due to the following factors: • The Company is primarily in control of the inputs of the project and responsible for the completion of the client contract; • We have latitude in establishing price; and • We have discretion in supplier selection. During the years ended December 31, 2020 and December 31, 2019, we included $5,155,079 and $3,344,978, respectively, in revenue, related to reimbursable costs. The Company records revenue into the following five categories: • Data Sciences – Includes polling, research, modeling, data fees, consulting and reporting. • Design – Includes branding, photography, copyrighting, printing, signs and interior design. • Development – Includes website coding. • Digital Advertising – Includes ad spend, SEO management and digital ad support. • Other – Includes domain name management, account management, email marketing, web hosting, email hosting, client training, reimbursed expenses and partner commissions. For the years ended December 31, 2020 and December 31, 2019, revenue was disaggregated into the five categories as follows: Year ended December 31, 2020 Year ended December 31, 2019 Third Parties Related Parties Total Third Parties Related Parties Total Data Sciences $ 596,446 $ — $ 596,446 $ 1,150,706 $ 14,400 $ 1,165,106 Design 2,390,676 — 2,390,676 2,031,974 624 2,032,598 Development 330,404 — 330,404 1,425,757 46,332 1,472,089 Digital Advertising 6,085,038 3,640 6,088,678 3,650,491 179,640 3,830,131 Other 336,074 — 336,074 719,960 26,579 746,539 Total $ 9,738,638 $ 3,640 $ 9,742,278 $ 8,978,888 $ 267,575 $ 9,246,463 |
Research and Development | Research and Development Research and development costs are expensed as incurred. Total research and development costs were zero for the years ended December 31, 2020 and December 31, 2019. |
Advertising Costs | Advertising Costs The Company expenses the cost of advertising and promotional materials when incurred. Total advertising costs were $119,332 and $4,797, for the years ended December 31, 2020 and December 31, 2019, respectively. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company’s financial instruments, including cash and cash equivalents, accounts receivable, accounts payable, and accrued liabilities are carried at cost, which approximates their fair value, due to the relatively short maturity of these instruments. As of December 31, 2020 and December 31, 2019, the Company’s notes payable have stated borrowing rates that are consistent with those currently available to the Company and, accordingly, the Company believes the carrying value of these debt instruments approximates their fair value. Fair value is defined as the price to sell an asset or transfer a liability, between market participants at the measurement date. Fair value measurements assume that the asset or liability is (1) exchanged in an orderly manner, (2) the exchange is in the principal market for that asset or liability, and (3) the market participants are independent, knowledgeable, able and willing to transact an exchange. Fair value accounting and reporting establishes a framework for measuring fair value by creating a hierarchy for observable independent market inputs and unobservable market assumptions and expands disclosures about fair value measurements. Considerable judgment is required to interpret the market data used to develop fair value estimates. As such, the estimates presented herein are not necessarily indicative of the amounts that could be realized in a current exchange. The use of different market assumptions and/or estimation methods could have a material effect on the estimated fair value. ASC Topic 820 established a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1measurements) and the lowest priority to unobservable inputs (level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. We measure certain financial instruments at fair value on a recurring basis. Assets and liabilities measured at fair value on a recurring basis are as follows at December 31, 2020 and 2019: December 31, 2020 Level 1 Level 2 Level 3 Total Assets $ — $ — $ — $ — Total assets measured at fair value $ — $ — $ — $ — Liabilities Derivative liability $ — $ — $ — $ — Total liabilities measured at fair value $ — $ — $ — $ — December 31, 2019 Level 1 Level 2 Level 3 Total Assets $ — $ — $ — $ — Total assets measured at fair value $ — $ — $ — $ — Liabilities Derivative liability $ — $ — $ 342,850 $ 342,850 Total liabilities measured at fair value $ — $ — $ 342,850 $ 342,850 |
Property and Equipment | Property and Equipment Property and equipment are stated at cost, and are depreciated or amortized using the straight-line method over the following estimated useful lives: As of December 31, Years 2020 2019 Equipment 5-7 $ 169,003 $ 163,750 Office furniture 7 23,569 23,569 Leasehold improvements Length of lease — — Less accumulated depreciation (136,890 ) (95,897 ) Net property and equipment $ 55,682 $ 91,422 The following table discloses fixed asset transactions and recordings during the years ended December 31, 2020 and December 31, 2019: Year ended December 31, 2020 Year ended December 31, 2019 Depreciation expense $ 40,993 $ 42,968 Gain/(loss) on disposals — (6,452 ) Cash paid for fixed asset additions 5,253 2,104 |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable. To determine recoverability of a long-lived asset, management evaluates whether the estimated future undiscounted net cash flows from the asset are less than its carrying amount. If impairment is indicated, the long-lived asset would be written down to fair value. Fair value is determined by an evaluation of available price information at which assets could be bought or sold, including quoted market prices, if available, or the present value of the estimated future cash flows based on reasonable and supportable assumptions. During the year ended December 31, 2020, management reviewed the intangible assets and goodwill of WebTegrity, and determined that there were indications of impairment. |
Business Combinations | Business Combinations The acquisition of subsidiaries is accounted for using the purchase method. The cost of the acquisition is measured at the aggregate of the fair value, at the acquisition date, of assets received, liabilities incurred or assumed, and equity instruments issued by the Company in exchange for control of the acquiree. Any costs directly attributable to the business combination are expensed in the period incurred. The acquiree’s identifiable assets and liabilities are recognized at their fair values at the acquisition date. Goodwill arising on acquisition is recognized as an asset and initially measured at cost, being the excess of the cost of the business combination over the Company’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities recognized. |
Indefinite Lived Intangibles and Goodwill Assets | Indefinite Lived Intangibles and Goodwill Assets The Company accounts for business combinations under the acquisition method of accounting in accordance with ASC 805, “Business Combinations,” where the total purchase price is allocated to the tangible and identified intangible assets acquired and liabilities assumed based on their estimated fair values. Significant estimates in valuing certain intangible assets include, but are not limited to, future expected cash flows from acquired customer lists, acquired technology, and trade names from a market participant perspective, useful lives and discount rates. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. The purchase price is allocated using the information currently available, and may be adjusted, up to one year from acquisition date, after obtaining more information regarding, among other things, asset valuations, liabilities assumed and revisions to preliminary estimates. The purchase price in excess of the fair value of the tangible and identified intangible assets acquired less liabilities assumed is recognized as goodwill. The Company tests for indefinite lived intangibles and goodwill impairment in the fourth quarter of each year and whenever events or circumstances indicate that the carrying amount of the asset exceeds its fair value and may not be recoverable. In accordance with its policies, at December 31, 2020 the Company performed a qualitative assessment of indefinite lived intangibles and goodwill related to WebTegrity and determined there was impairment of indefinite lived intangibles and goodwill. Therefore, an impairment of indefinite lived intangibles and goodwill was recognized. The impairment test conducted by the Company includes an assessment of whether events occurred that may have resulted in impairment of goodwill and intangible assets. Because it was determined that events had occurred which effected the fair value of goodwill and intangible assets, the Company conducted the two-step approach to determine the fair value and required adjustment. The steps are as follows: 1. Based on the totality of qualitative factors, determine whether the carrying amount of the intangible asset may not be recoverable. Qualitative factors and key assumptions reviewed include the following: ● Increases in costs, such as labor, materials or other costs that could negatively affect future cash flows. The Company assumed that costs associated with labor, materials, and other costs should be consistent with fair market levels. If the costs were materially higher than fair market levels, then such costs may adversely affect the future cash flows of the Company or reporting units. ● Financial performance, such as negative or declining cash flows, or reductions in revenue may adversely affect recoverability of the recorded value of the intangible assets. During our analysis, the Company assumes that revenues should remain relatively consistent or show gradual growth month-to-month and quarter-to-quarter. If we report revenue declines, instead of increases or flat levels, then such condition may adversely affect the future cash flows of the Company or reporting units. ● Legal, regulatory, contractual, political, business or other factors that could affect future cash flows. During our analysis, the Company assumes that the legal, regulatory, political or business conditions should remain consistent, without placing material pressure on the Company or any of its reporting units. If such conditions were to become materially different than what has been experienced historically, then such conditions may adversely affect the future cash flows of the Company or reporting units. ● Entity-specific events such as losses of management, key personnel, or customers, may adversely affect future cash flows. During our analysis, the Company assumes that members of management, key personnel, and customers will remain consistent period-over-period. If not effectively replaced, the loss of members of management and key employees could adversely affect operations, culture, morale and overall success of the company. In addition, if material revenue from key customers is lost and not replaced, then future cash flows will be adversely affected. ● Industry or market considerations, such as competition, changes in the market, changes in customer dependence on our service offering, or obsolescence could adversely affect the Company or its reporting units. We understand that the market we serve are constantly changing, requiring us to change with it. During our analysis, we assume that we will address new opportunities in service offering and industries served. If we do not make such changes, then we may experience declines in revenue and cash flow, making it difficult to re-capture market share. ● Macroeconomic conditions such as deterioration in general economic conditions or limitations on accessing capital could adversely affect the Company. During our analysis, we acknowledge that macroeconomic factors, such as the economy, may affect our business plan because our customers may reduce budgets for our services. If there are material declines in the economy, which lead to reductions in revenue then such conditions may adversely affect the Company. 2. Compare the carrying amount of the intangible asset to the fair value. 3. If the carrying amount is greater than the fair value, then the carrying amount is reduced to reflect fair value. In accordance with its policies, the Company performed a qualitative assessment of indefinite lived intangibles and goodwill at December 31, 2019 and determined there was impairment of indefinite lived intangibles and goodwill from our Parscale Media and Parscale Creative acquisitions. Accordingly, all intangible assets and goodwill related to the Parscale Media and Parscale Creative acquisitions have been written off, amounting to $744,444 for Parscale Media and $6,016,323 for Parscale Creative. This amount reduced the consolidated balances of Parscale Digital, as outlined below. This amount is included in Operating Expenses on the Income Statement, for the year ended December 31, 2019. An impairment assessment was also conducted during the year ended December 31, 2020 related to the WebTegrity acquisition and determined that impairment of indefinite lived intangibles and goodwill was necessary. Accordingly, all intangible assets and goodwill related to the WebTegrity acquisition have been written off, amounting to $560,000. This amount reduced the consolidated balances of WebTegrity, as outlined below. This amount is included in Operating Expenses on the Income Statement, for the year ended December 31, 2020. At the time of the impairment analysis, the remaining prior year balance of the Customer List ($71,606) had already been expensed throughout the year ended December 31, 2020. Goodwill and Intangible assets are comprised of the following, presented as net of amortization: December 31, 2020 Parscale Digital WebTegrity CloudCommerce Total Customer list — — — — Non-compete agreement — — — — Domain name and trademark — — 26,582 26,582 Brand name — — — — Goodwill — — — — Total — — 26,582 26,582 December 31, 2019 Parscale Digital WebTegrity CloudCommerce Total Customer list — 71,606 — 71,606 Non-compete agreement — — — — Domain name and trademark — — 27,271 27,271 Brand name — 130,000 — 130,000 Goodwill — 430,000 — 430,000 Total — 631,606 27,271 658,877 |
Concentrations of Business and Credit Risk | Concentrations of Business and Credit Risk The Company operates in a single industry segment. The Company markets its services to companies and individuals in many industries and geographic locations. The Company’s operations are subject to rapid technological advancement and intense competition. Accounts receivable represent financial instruments with potential credit risk. The Company typically offers its customers credit terms. The Company makes periodic evaluations of the credit worthiness of its enterprise customers and other than obtaining deposits pursuant to its policies, it generally does not require collateral. In the event of nonpayment, the Company has the ability to terminate services. As of December 31, 2020, the Company held cash and cash equivalents in the amount of $10,538, which was held in the operating bank accounts. Of this amount, $10,538 was held in multiple accounts, in amounts that did not exceeding the FDIC insured limit of $250,000. For further discussion on concentrations see footnote 14. |
Stock-Based Compensation | Stock-Based Compensation The Company addressed the accounting for share-based payment transactions in which an enterprise receives employee services in exchange for either equity instruments of the enterprise or liabilities that are based on the fair value of the enterprise’s equity instruments or that may be settled by the issuance of such equity instruments. The transactions are accounted for using a fair-value-based method and recognized as expenses in our statement of operations. Stock-based compensation expense recognized during the period is based on the value of the portion of stock-based payment awards that is ultimately expected to vest. Stock-based compensation expense recognized in the consolidated statement of operations during the year ended December 31, 2020, included compensation expense for the stock-based payment awards granted prior to, but not yet vested, as of December 31, 2020 based on the grant date fair value estimated. Stock-based compensation expense recognized in the consolidated statement of operations for the year ended December 31, 2020 is based on awards ultimately expected to vest or has been reduced for estimated forfeitures. Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The stock-based compensation expense recognized in the consolidated statements of operations during the year ended December 31, 2020 and 2019 were $390,035 and $391,959, respectively. |
Basic and Diluted Net Income (Loss) Per Share Calculations | Basic and Diluted Net Income (Loss) per Share Calculations Income (Loss) per Share dictates the calculation of basic earnings per share and diluted earnings per share. Basic earnings per share are computed by dividing income available to common shareholders by the weighted-average number of common shares available. Diluted earnings per share is computed similar to basic earnings per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. The shares for employee options, warrants and convertible notes were used in the calculation of the income per share. For the year ended December 31, 2020, the Company has excluded 106,489,498, shares of common stock underlying options, 20,912,852 shares of common stock underlying warrants, 10,000 Series A Preferred shares convertible into 100,000,000 shares of common stock, 18,025 Series B Preferred shares convertible into 450,625,000 shares of common stock, 14,425 Series C Preferred shares convertible into 144,250,000 shares of common stock, 90,000 Series D Preferred shares convertible into 225,000,000 shares of common stock, 10,000 Series E Preferred shares convertible into 20,000,000 shares of common stock, 2,597 Series G Preferred shares convertible into 136,684,211 shares of common stock and 18,388,400 shares of common stock underlying $183,884 in convertible notes, because their impact on the loss per share is anti-dilutive. For the year ended December 31, 2019, the Company has excluded 150,275,799 shares of common stock underlying options, 10,000 Series A Preferred shares convertible into 100,000,000 shares of common stock, 18,025 Series B Preferred shares convertible into 450,625,000 shares of common stock, 14,425 Series C Preferred shares convertible into 144,250,000 shares of common stock, 90,000 Series D Preferred shares convertible into 225,000,000 shares of common stock, 10,000 Series E Preferred shares convertible into 20,000,000 shares of common stock and 66,144,941 shares of common stock underlying $543,464 in convertible notes, because their impact on the loss per share is anti-dilutive. Dilutive per share amounts are computed using the weighted-average number of common shares outstanding and potentially dilutive securities, using the treasury stock method if their effect would be dilutive. |
Accounting for Derivatives | Accounting for Derivatives The Company evaluates all of its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. For stock-based derivative financial instruments, the Company uses a probability weighted average series Binomial lattice formula pricing models to value the derivative instruments at inception and on subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date. During the year ended December 31, 2020, all convertible notes that contained derivative instruments were converted leaving a derivative liability balance of zero. As of December 31,2020, the company had a single convertible note (see footnote 8), which is convertible at a fixed price and therefore does not contain an embedded derivative. Therefore, as of December 31,2020, the company had no derivative. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements Management reviewed accounting pronouncements issued during the year ended December 31, 2020, and the following pronouncement was adopted during the period. In January 2017, the FASB issued 2017-04, Intangibles - Goodwill and Other Management reviewed accounting pronouncements issued during the year ended December 31, 2019, and the following pronouncements were adopted during the period. In February 2016, the FASB issued ASU No. 2016-02, (“ASU 2016-02”). Under ASU 2016-02, lessees recognize a right-of-use asset and a liability for all of their , other than those that meet the definition of a short-term . For income statement purposes, must be classified as either operating or finance. Operating will result in straight-line expense, similar to current operating , while finance will result in a front-loaded pattern, similar to current capital |
Recently Issued Accounting Pronouncements Not Yet Adopted | Recently Issued Accounting Pronouncements Not Yet Adopted None noted |
Income Taxes | Income Taxes The Company uses the asset and liability method of accounting for income taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to financial statements carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry-forwards. The measurement of deferred tax assets and liabilities is based on provisions of applicable tax law. The measurement of deferred tax assets is reduced, if necessary, by a valuation allowance based on the amount of tax benefits that, based on available evidence, is not expected to be realized. For the year ended December 31, 2020, we used the federal tax rate of 21% in our determination of the deferred tax assets and liabilities balances. |
Summary Of Significant Accoun_3
Summary Of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Summary Of Significant Accounting Policies | |
Schedule of Five Categories of Revenue | For the years ended December 31, 2020 and December 31, 2019, revenue was disaggregated into the five categories as follows: Year ended December 31, 2020 Year ended December 31, 2019 Third Parties Related Parties Total Third Parties Related Parties Total Data Sciences $ 596,446 $ — $ 596,446 $ 1,150,706 $ 14,400 $ 1,165,106 Design 2,390,676 — 2,390,676 2,031,974 624 2,032,598 Development 330,404 — 330,404 1,425,757 46,332 1,472,089 Digital Advertising 6,085,038 3,640 6,088,678 3,650,491 179,640 3,830,131 Other 336,074 — 336,074 719,960 26,579 746,539 Total $ 9,738,638 $ 3,640 $ 9,742,278 $ 8,978,888 $ 267,575 $ 9,246,463 |
Schedule of Assets and Liabilities measured at Fair Value | Assets and liabilities measured at fair value on a recurring basis are as follows at December 31, 2020 and 2019: December 31, 2020 Level 1 Level 2 Level 3 Total Assets $ — $ — $ — $ — Total assets measured at fair value $ — $ — $ — $ — Liabilities Derivative liability $ — $ — $ — $ — Total liabilities measured at fair value $ — $ — $ — $ — December 31, 2019 Level 1 Level 2 Level 3 Total Assets $ — $ — $ — $ — Total assets measured at fair value $ — $ — $ — $ — Liabilities Derivative liability $ — $ — $ 342,850 $ 342,850 Total liabilities measured at fair value $ — $ — $ 342,850 $ 342,850 |
Schedule of Estimated Useful Life of Property and Equipment | Property and equipment are stated at cost, and are depreciated or amortized using the straight-line method over the following estimated useful lives: As of December 31, Years 2020 2019 Equipment 5-7 $ 169,003 $ 163,750 Office furniture 7 23,569 23,569 Leasehold improvements Length of lease — — Less accumulated depreciation (136,890 ) (95,897 ) Net property and equipment $ 55,682 $ 91,422 |
Schedule of Fixed Asset Transactions | The following table discloses fixed asset transactions and recordings during the years ended December 31, 2020 and December 31, 2019: Year ended December 31, 2020 Year ended December 31, 2019 Depreciation expense $ 40,993 $ 42,968 Gain/(loss) on disposals — (6,452 ) Cash paid for fixed asset additions 5,253 2,104 |
Schedule of Goodwill and Intangible assets amortization | Goodwill and Intangible assets are comprised of the following, presented as net of amortization: December 31, 2020 Parscale Digital WebTegrity CloudCommerce Total Customer list — — — — Non-compete agreement — — — — Domain name and trademark — — 26,582 26,582 Brand name — — — — Goodwill — — — — Total — — 26,582 26,582 December 31, 2019 Parscale Digital WebTegrity CloudCommerce Total Customer list — 71,606 — 71,606 Non-compete agreement — — — — Domain name and trademark — — 27,271 27,271 Brand name — 130,000 — 130,000 Goodwill — 430,000 — 430,000 Total — 631,606 27,271 658,877 |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure Revenue Recognition Tables Abstract | |
Schedule of Five Categories of Revenue | For the years ended December 31, 2020 and December 31, 2019, revenue was disaggregated into the five categories as follows: Year ended December 31, 2020 Year ended December 31, 2019 Third Parties Related Parties Total Third Parties Related Parties Total Data Sciences $ 596,446 $ — $ 596,446 $ 1,150,706 $ 14,400 $ 1,165,106 Design 2,390,676 — 2,390,676 2,031,974 624 2,032,598 Development 330,404 — 330,404 1,425,757 46,332 1,472,089 Digital Advertising 6,085,038 3,640 6,088,678 3,650,491 179,640 3,830,131 Other 336,074 — 336,074 719,960 26,579 746,539 Total $ 9,738,638 $ 3,640 $ 9,742,278 $ 8,978,888 $ 267,575 $ 9,246,463 |
Business Acquisitions (Tables)
Business Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Parscale Creative, Inc. [Member] | |
Schedule of Estimated Fair Value of the Consideration Transferred | The acquisition date estimated fair value of the consideration transferred and purchase price allocation consisted of the following: Cash $ 200,000 Customer deposits and accrued expenses (535,000 ) Net tangible liabilities $ (335,000 ) Non-compete agreements $ 280,000 Brand name 1,930,000 Customer list 2,090,000 Goodwill 3,645,000 Total purchase price $ 7,945,000 Issuance of series D convertible preferred stock $ 7,610,000 Net tangible liabilities 335,000 Total purchase price $ 7,945,000 |
WebTegrity, LLC [Member] | |
Schedule of Estimated Fair Value of the Consideration Transferred | The acquisition date estimated fair value of the consideration transferred and purchase price allocation consisted of the following: Current assets $ 78,000 Fixed assets 30,000 Liabilities (48,000 ) Net assets 60,000 Brand name 130,000 Customer list 280,000 Goodwill 430,000 Total purchase price $ 900,000 Issuance of Series E Convertible Preferred Stock $ 900,000 |
Parscale Media, LLC [Member] | |
Schedule of Estimated Fair Value of the Consideration Transferred | As of November 20, 2018, the balance on the Parscale Media Note was zero. Current assets $ — Brand name 100,000 Customer list 400,000 Goodwill 500,000 Total purchase price $ 1,000,000 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure Intangible Assets Tables Abstract | |
Schedule of Acquired Intangible Assets | The Company’s intangible assets consist of the following: December 31, 2020 December 31, 2019 Gross Accumulated Amortization Net Gross Accumulated Amortization Net Customer list $ — $ — $ — $ 280,000 $ (208,394 ) $ 71,606 Non-compete agreement — — — — — — Domain name and trademark 30,201 (3,619 ) 26,582 30,201 (2,930 ) 27,271 Brand name — — — 130,000 — 130,000 Goodwill — — — 430,000 — 430,000 Total $ 30,201 $ (3,619 ) $ 26,582 $ 870,201 $ (211,324 ) $ 658,877 |
Schedule of Amortization of Finite Life Intangible Assets | The following table of remaining amortization of finite life intangible assets, for the years ended December 31, includes the intangible assets acquired, in addition to the CloudCommerce trademark: 2021 690 2022 690 2023 690 Thereafter 4,311 Total $ 6,381 |
Notes Payable (Tables)
Notes Payable (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure Notes Payable Tables Abstract | |
Schedule of Notes Payable | As of June 30, 2020, the balances of the exchanged notes were zero. Note Date Principal Accrued Interest Total Due Gain on Exchange Series G Preferred Shares November 30, 2017 $ 30,000 $ 3,197 $ 33,197 $ 70 $ 331 January 30, 2018 72,000 7,072 79,072 168 789 February 1, 2018 85,000 8,314 93,314 198 931 July 23, 2019 25,000 610 25,610 58 256 August 20, 2019 10,000 205 10,205 23 102 August 28, 2019 18,500 360 18,860 43 188 Total $ 240,500 $ 19,758 $ 260,258 $ 560 $ 2,597 |
Derivative Liabilities (Tables)
Derivative Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure Derivative Liabilities Tables Abstract | |
Schedule of fair value of the derivative liability | The balance of the fair value of the derivative liability as of December 31, 2020 and December 31, 2019 is as follows: Balance at December 31, 2019 $ 342,850 Additions due to new convertible notes 127,273 Reduction due to conversions and adjustments (339,105 ) Mark-to-market adjustment (131,018 ) Balance at December 31, 2020 $ — |
Stock Options And Warrants (Tab
Stock Options And Warrants (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Stock Options And Warrants Tables | |
Summary of Fair Value Assumptions of Options | The fair value of options granted during the year ended December 31, 2020 and 2019, were determined using the Black Scholes method with the following assumptions: Year Ended Year Ended December 31, 2020 December 31, 2019 Risk free interest rate 1.86 % — Stock volatility factor 272 % — Weighted average expected option life 5 years — Expected dividend yield 0 % — |
Summary of Stock Option Activity | A summary of the Company’s stock option activity and related information follows: Year Ended Year Ended Weighted Weighted average average exercise exercise Options price Options price Outstanding - beginning of year 150,275,799 $ 0.0160 151,475,799 $ 0.017 Granted 300,000,000 $ 0.0018 — $ — Exercised — $ — — $ — Forfeited (20,600,000 ) $ 0.04 (1,200,000 ) $ 0.050 Outstanding - end of year 429,675,799 $ 0.0051 150,275,799 $ 0.016 Exercisable at the end of year 223,165,297 $ 0.0081 141,466,119 $ 0.015 Weighted average fair value of options granted during the year $ 568,300 $ — |
Summary of Weighted Average Remaining Contractual Life of Options Outstanding | The weighted average remaining contractual life of options outstanding, as of December 31, 2020 was as follows: Weighted Average Number of remaining Exercise options contractual prices outstanding life (years) $ 0.0150 35,000,000 1.65 $ 0.0131 60,000,000 1.09 $ 0.0130 15,000,000 1.22 $ 0.0100 6,675,799 1.58 $ 0.0053 12,500,000 1.62 $ 0.0040 500,000 0.78 $ 0.0019 283,000,000 4.05 $ 0.0018 17,000,000 4.42 429,675,799 |
Summary of Fair Value of Warrants | The fair value of warrants granted during the year ended December 31, 2020 and 2019, were determined using the Black Scholes method with the following assumptions: Year Ended Year Ended December 31, 2020 December 31, 2019 Risk free interest rate 0.40 - 0.42 % 1.86 % Stock volatility factor 335.7 - 337.1 % 272 % Weighted average expected warrant life 5 years 10 years Expected dividend yield 0 % 0 % |
Summary of Company’s Warrant Activity | A summary of the Company’s warrant activity and related information follows: Year Ended Year Ended Weighted Weighted average average exercise exercise Warrants price Warrants price Outstanding - beginning of period 10,000,000 $ 0.007 — $ — Issued 10,912,852 $ 0.007 10,000,000 $ 0.007 Exercised — $ — — $ — Forfeited — $ — — $ — Outstanding - end of period 20,912,852 $ 0.007 10,000,000 $ 0.007 Exercisable at the end of period 20,912,852 $ 0.007 10,000,000 $ 0.007 Weighted average fair value of warrants granted during the period $ 98,343 $ 67,000 |
Summary of Weighted Average Remaining Contractual Life of Warrants Outstanding | The weighted average remaining contractual life of warrants outstanding, as of December 31, 2020 was as follows: Weighted Average Number of remaining Exercise warrants contractual prices outstanding life (years) $ 0.0118 2,423,269 4.81 $ 0.0072 989,583 4.95 $ 0.0067 10,000,000 8.62 $ 0.0050 6,000,000 4.81 $ 0.0050 1,500,000 4.95 20,912,852 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Commitments And Contingencies | |
Schedule of Net Book Value of Finance Lease | The following is a schedule of the net book value of the finance lease. Assets December 31, 2020 December 31, 2019 Leased equipment under finance lease, $ 100,097 $ 100,097 less accumulated amortization (84,837 ) (60,007 ) Net $ 15,260 $ 40,090 Liabilities December 31, 2020 December 31, 2019 Obligations under finance lease (current) $ — $ 20,654 Obligations under finance lease (noncurrent) — — Total $ — $ 20,654 |
Schedule of Reconciliation of Leases | Below is a reconciliation of leases to the financial statements. ROU Operating Leases Finance Leases Leased asset balance $ 171,549 $ 15,260 Liability balance 171,549 — Cash flow (operating) — — Cash flow (financing) — — Interest expense $ 22,390 $ — |
Schedule of Future Minimum Lease Payments for Operating and Finance Lease | The following is a schedule, by years, of future minimum lease payments required under the operating and finance leases. Years Ending December 31, ROU Operating Leases Finance Leases 2021 $ 117,600 $ 15,260 2022 68,600 — 2023 — — Thereafter — — Total 186,200 15,260 Less imputed interest (14,651 ) — Total liability $ 171,549 $ 15,260 |
Schedule of Other Information Related to Lease | Other information related to leases is as follows: Lease Type Weighted Average Remaining Term Weighted Average Discount Rate (1) Operating Leases 19months 10 % Finance Leases 0 months 10 % (1) This discount rate is consistent with our borrowing rates from various lenders. |
Supplemental Statement Of Cas_2
Supplemental Statement Of Cash Flows Information (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Supplemental Statement Of Cash Flows Information | |
Summary of Supplemental Cash Flows Non Cash Activities | During the year ended December 31, 2020, there were the following non-cash activities. Conversion Date Note Date Principal Interest/Fees Shares January 21, 2020 January 31, 2019 $ $ 3,935 4,300,327 January 29, 2020 May 2, 2019 9,815 250 11,000,000 February 6, 2020 May 2, 2019 10,291 250 10,800,000 February 11, 2020 May 2, 2019 19,917 250 17,400,000 March 6, 2020 September 4, 2019 15,000 10,000,000 March 9, 2020 September 4, 2019 18,000 12,857,143 March 11, 2020 September 4, 2019 15,000 12,500,000 April 6, 2020 September 4, 2019 5,000 2,650 7,806,122 April 27, 2020 May 2, 2019 8,478 5,100 22,258,360 May 14, 2020 July 16, 2019 12,000 1,000 26,000,000 June 16, 2020 July 16, 2019 14,900 1,000 26,500,000 June 18, 2020 July 16, 2019 9,800 1,000 18,000,000 June 22, 2020 July 16, 2019 5,000 1,000 10,000,000 June 23, 2020 March 25, 2013 50,000 36,260 21,565,068 June 23, 2020 April 20, 2018 38,894 4,236 4,313,014 June 25, 2020 July 16, 2019 1,300 5,300 11,000,000 $ 233,395 $ 62,231 226,300,034 During the year ended December 31, 2019, there were the following non-cash activities. Conversion Date Note Date Principal Interest/Fees July 17, 2019 January 16, 2019 $ 12,000 $ — 1,967,213 August 5, 2019 January 31, 2019 7,838 250 2,550,000 August 27, 2019 January 16, 2019 12,000 — 3,870,968 September 4, 2019 January 16, 2019 15,000 — 5,172,414 September 4, 2019 January 31, 2019 7,777 250 2,800,000 September 5, 2019 January 16, 2019 15,000 — 5,172,414 September 13, 2019 January 16, 2019 16,000 — 6,956,522 September 25, 2019 January 16, 2019 14,800 — 7,047,619 October 28, 2019 January 16, 2019 11,300 — 7,062,500 November 4, 2019 January 16, 2019 6,900 5,150 7,531,250 November 20, 2019 February 21, 2019 6,900 — 4,928,571 November 26, 2019 February 21, 2019 7,900 — 9,294,118 November 27, 2019 February 21, 2019 7,900 — 9,294,118 December 2, 2019 February 21, 2019 8,900 — 10,470,588 December 4, 2019 February 21, 2019 8,900 — 10,470,588 December 4, 2019 February 21, 2019 8,900 — 10,470,588 December 4, 2019 January 31, 2019 6,359 250 8,333,670 December 5, 2019 February 21, 2019 3,600 2,650 7,352,941 December 5, 2019 January 31, 2019 9,663 250 12,500,000 December 6, 2019 April 24, 2019 9,800 — 11,529,412 December 6, 2019 April 24, 2019 9,800 — 11,529,412 December 6, 2019 January 31, 2019 10,456 250 13,500,000 December 9, 2019 April 24, 2019 13,000 — 15,294,118 December 9, 2019 April 24, 2019 10,400 2,150 14,764,706 December 11, 2019 January 31, 2019 11,407 1,915 16,800,000 December 16, 2019 June 10, 2019 15,000 — 17,647,059 December 16, 2019 June 10, 2019 15,000 — 17,647,059 December 17, 2019 June 10, 2019 15,000 — 17,647,059 December 17, 2019 June 10, 2019 8,000 2,650 12,529,412 305,500 15,765 282,123,319 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure Income Taxes Tables Abstract | |
Schedule of Provision for Income Taxes | The provision (benefit) for income taxes for the years ended December 31, 2020 and 2019 were as follows, assuming a 21% and 21% effective tax rate, respectively: For the years ended December 31, 2020 2019 Deferred tax provision: Federal Deferred tax asset $ 3,427,761 $ 3,263,237 Valuation allowance (3,427,761 ) (3,263,237 ) Total deferred tax provision $ — $ — |
Subsequent Events (Tables)
Subsequent Events (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure Subsequent Events Tables Abstract | |
Summary of Lenders Converted Debt into Common Stock | Following is the detail of the shares of common stock issued after December 31, 2020: Date of Issuance Type Shares January 15, 2021 Conversion 18,313,074 February 3, 2021 Preferred A Conv 40,000,000 February 3, 2021 Preferred A Conv 16,000,000 February 16, 2021 Preferred A Conv 44,000,000 February 18, 2021 Stock Options 2,160,294 February 22, 2021 Stock Sale 85,000,000 February 22, 2021 Debt Refinance 25,000,000 February 22, 2021 Stock Options 660,192 March 4, 2021 Stock Options 708,469 231,842,029 |
Summary Of Significant Accoun_4
Summary Of Significant Accounting Policies (Schedule Of Five Categories Of Revenue) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Third parties | $ 9,738,638 | $ 8,978,888 |
Related parties | 3,640 | 267,575 |
Total | 9,742,278 | 9,246,463 |
Data Sciences [Member] | ||
Third parties | 596,446 | 1,150,706 |
Related parties | 14,400 | |
Total | 596,446 | 1,165,106 |
Design [Member] | ||
Third parties | 2,390,676 | 2,031,974 |
Related parties | 624 | |
Total | 2,390,676 | 2,032,598 |
Development [Member] | ||
Third parties | 330,404 | 1,425,757 |
Related parties | 46,332 | |
Total | 330,404 | 1,472,089 |
Digital Advertising [Member] | ||
Third parties | 6,085,038 | 3,650,491 |
Related parties | 3,640 | 179,640 |
Total | 6,088,678 | 3,830,131 |
Other [Member] | ||
Third parties | 336,074 | 719,960 |
Related parties | 26,579 | |
Total | 336,074 | 746,539 |
Total [Member] | ||
Third parties | 9,738,638 | 8,978,888 |
Related parties | 3,640 | 267,575 |
Total | $ 9,742,278 | $ 9,246,463 |
Summary Of Significant Accoun_5
Summary Of Significant Accounting Policies (Schedule of Assets and Liabilities measured at Fair Value) (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets | $ 647,940 | $ 2,752,166 |
Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets | ||
Total assets measured at fair value | ||
Liabilities | ||
Derivative liability | ||
Total liabilities measured at fair value | ||
Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets | ||
Total assets measured at fair value | ||
Liabilities | ||
Derivative liability | ||
Total liabilities measured at fair value | ||
Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets | ||
Total assets measured at fair value | ||
Liabilities | ||
Derivative liability | 342,850 | |
Total liabilities measured at fair value | 342,850 | |
Total [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets | ||
Total assets measured at fair value | ||
Liabilities | ||
Derivative liability | 342,850 | |
Total liabilities measured at fair value | $ 342,850 |
Summary Of Significant Accoun_6
Summary Of Significant Accounting Policies (Schedule of Estimated Useful Life of Property and Equipment) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Line Items] | ||
Less accumulated depreciation and amortization | $ 136,890 | $ 95,897 |
Net property and equipment | 55,682 | 91,422 |
Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 169,003 | 163,750 |
Equipment [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment estimated useful lives in years | 5 years | |
Equipment [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment estimated useful lives in years | 7 years | |
Office Furniture [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment estimated useful lives in years | 7 years | |
Property and equipment, gross | $ 23,569 | 23,569 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment estimated useful lives description | Length of lease | |
Property and equipment, gross |
Summary Of Significant Accoun_7
Summary Of Significant Accounting Policies (Schedule Of Fixed Asset Transactions) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Summary Of Significant Accounting Policies Schedule Of Fixed Asset Transactions | ||
Depreciation expense | $ 40,993 | $ 42,968 |
Gain/(loss) on disposals | (6,452) | |
Cash paid for fixed asset additions | $ 5,253 | $ 2,104 |
Summary Of Significant Accoun_8
Summary Of Significant Accounting Policies (Schedule Of Goodwill And Intangible Assets Amortization) (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Parscale Digital [Member] | ||
Customer list | ||
Non-compete agreement | ||
Domain name and trademark | ||
Brand name | ||
Goodwill | ||
Total | ||
WebTegrity [Member] | ||
Customer list | 71,606 | |
Non-compete agreement | ||
Domain name and trademark | ||
Brand name | 130,000 | |
Goodwill | 430,000 | |
Total | 631,606 | |
CloudCommerce [Member] | ||
Customer list | ||
Non-compete agreement | ||
Domain name and trademark | 26,582 | 27,271 |
Brand name | ||
Goodwill | ||
Total | 26,582 | 27,271 |
Total [Member] | ||
Customer list | 71,606 | |
Non-compete agreement | ||
Domain name and trademark | 26,582 | 27,271 |
Brand name | 130,000 | |
Goodwill | 430,000 | |
Total | $ 26,582 | $ 658,877 |
Revenue Recognition (Schedule o
Revenue Recognition (Schedule of Five Categories of Revenue) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Third parties | $ 9,738,638 | $ 8,978,888 |
Related parties | 3,640 | 267,575 |
Total | 9,742,278 | 9,246,463 |
Data Sciences [Member] | ||
Third parties | 596,446 | 1,150,706 |
Related parties | 14,400 | |
Total | 596,446 | 1,165,106 |
Design [Member] | ||
Third parties | 2,390,676 | 2,031,974 |
Related parties | 624 | |
Total | 2,390,676 | 2,032,598 |
Development [Member] | ||
Third parties | 330,404 | 1,425,757 |
Related parties | 46,332 | |
Total | 330,404 | 1,472,089 |
Digital Advertising [Member] | ||
Third parties | 6,085,038 | 3,650,491 |
Related parties | 3,640 | 179,640 |
Total | 6,088,678 | 3,830,131 |
Other [Member] | ||
Third parties | 336,074 | 719,960 |
Related parties | 26,579 | |
Total | 336,074 | 746,539 |
Total [Member] | ||
Third parties | 9,738,638 | 8,978,888 |
Related parties | 3,640 | 267,575 |
Total | $ 9,742,278 | $ 9,246,463 |
Business Acquisitions (Schedule
Business Acquisitions (Schedule Of Estimated Fair Value Of The Consideration Transferred) (Details) - USD ($) | Feb. 01, 2018 | Nov. 15, 2017 | Aug. 01, 2017 |
Parscale Creative, Inc. [Member] | |||
Business Acquisition [Line Items] | |||
Cash | $ 200,000 | ||
Customer deposits and accrued expenses | 535,000 | ||
Net tangible liabilities | (335,000) | ||
Non-compete agreements | 280,000 | ||
Brand name | 1,930,000 | ||
Customer list | 2,090,000 | ||
Goodwill | 3,645,000 | ||
Total purchase price | 7,945,000 | ||
Issuance of Convertible Preferred Stock | 7,610,000 | ||
Net tangible liabilities | 335,000 | ||
Total purchase price | $ 7,945,000 | ||
WebTegrity, LLC [Member] | |||
Business Acquisition [Line Items] | |||
Current assets | $ 78,000 | ||
Fixed assets | 30,000 | ||
Liabilities | 48,000 | ||
Net tangible assets | 60,000 | ||
Brand name | 130,000 | ||
Customer list | 280,000 | ||
Goodwill | 430,000 | ||
Total purchase price | 900,000 | ||
Issuance of Convertible Preferred Stock | 900,000 | ||
Total purchase price | $ 900,000 | ||
Parscale Media, LLC [Member] | |||
Business Acquisition [Line Items] | |||
Current assets | |||
Brand name | 100,000 | ||
Customer list | 400,000 | ||
Goodwill | 500,000 | ||
Total purchase price | $ 1,000,000 |
Intangible Assets (Schedule Of
Intangible Assets (Schedule Of Acquired Intangible Assets) (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, Gross | $ 30,201 | $ 870,201 |
Intangible assets, Accumulated Amortization | 3,619 | 211,324 |
Intangible assets, Net | 26,582 | 658,877 |
Customer List [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, Gross | 280,000 | |
Intangible assets, Accumulated Amortization | 208,394 | |
Intangible assets, Net | 71,606 | |
Non-Compete Agreements [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, Gross | ||
Intangible assets, Accumulated Amortization | ||
Intangible assets, Net | ||
Domain Name And Trademark [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, Gross | 30,201 | 30,201 |
Intangible assets, Accumulated Amortization | 3,619 | 2,930 |
Intangible assets, Net | 26,582 | 27,271 |
Brand Name [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, Gross | 130,000 | |
Intangible assets, Accumulated Amortization | ||
Intangible assets, Net | 130,000 | |
Goodwill [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, Gross | 430,000 | |
Intangible assets, Accumulated Amortization | ||
Intangible assets, Net | $ 430,000 |
Intangible Assets (Schedule O_2
Intangible Assets (Schedule Of Amortization Of Finite Life Intangible Assets) (Details) - Intangible Assets [Member] | Dec. 31, 2020USD ($) |
For the years ended December 31: | |
2021 | $ 690 |
2022 | 690 |
2023 | 690 |
Thereafter | 4,311 |
Total | $ 6,381 |
Notes Payable (Details)
Notes Payable (Details) - USD ($) | Aug. 28, 2019 | Aug. 20, 2019 | Jul. 23, 2019 | Feb. 01, 2018 | Jan. 30, 2018 | Nov. 30, 2017 | Dec. 31, 2020 | Dec. 31, 2019 |
Total Due | $ 291,940 | $ 321,265 | ||||||
Common Stock [Member] | Note Date November 30, 2017 [Member] | ||||||||
Note Date | Nov. 30, 2017 | |||||||
Principal | $ 30,000 | |||||||
Accrued Interest | 3,197 | |||||||
Total Due | 33,197 | |||||||
Gain on Exchange | $ 70 | |||||||
Series G Preferred Shares | 331 | |||||||
Common Stock [Member] | Note Date January 30, 2018 [Member] | ||||||||
Note Date | Jan. 30, 2018 | |||||||
Principal | $ 72,000 | |||||||
Accrued Interest | 7,072 | |||||||
Total Due | 79,072 | |||||||
Gain on Exchange | $ 168 | |||||||
Series G Preferred Shares | 789 | |||||||
Common Stock [Member] | Note Date February 1, 2018 [Member] | ||||||||
Note Date | Feb. 1, 2018 | |||||||
Principal | $ 85,000 | |||||||
Accrued Interest | 8,314 | |||||||
Total Due | 93,314 | |||||||
Gain on Exchange | $ 198 | |||||||
Series G Preferred Shares | 931 | |||||||
Common Stock [Member] | Note Date July 23, 2019 [Member] | ||||||||
Note Date | Jul. 23, 2019 | |||||||
Principal | $ 25,000 | |||||||
Accrued Interest | 610 | |||||||
Total Due | 25,610 | |||||||
Gain on Exchange | $ 58 | |||||||
Series G Preferred Shares | 256 | |||||||
Common Stock [Member] | Note Date August 20, 2019 [Member] | ||||||||
Note Date | Aug. 20, 2019 | |||||||
Principal | $ 10,000 | |||||||
Accrued Interest | 205 | |||||||
Total Due | 10,205 | |||||||
Gain on Exchange | $ 23 | |||||||
Series G Preferred Shares | 102 | |||||||
Common Stock [Member] | Note Date August 28, 2019 [Member] | ||||||||
Note Date | Aug. 28, 2019 | |||||||
Principal | $ 18,500 | |||||||
Accrued Interest | 360 | |||||||
Total Due | 18,860 | |||||||
Gain on Exchange | $ 43 | |||||||
Series G Preferred Shares | 188 | |||||||
Common Stock [Member] | Total [Member] | ||||||||
Principal | 240,500 | |||||||
Accrued Interest | 19,758 | |||||||
Total Due | 260,258 | |||||||
Gain on Exchange | $ 560 | |||||||
Series G Preferred Shares | 2,597 |
Derivative Liabilities (Schedul
Derivative Liabilities (Schedule Of Fair Value Of The Derivative Liability) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Additions due to new convertible notes | $ (131,018) | $ 56,923 |
Derivative Liabilities [Member] | ||
Balance at December 31, 2019 | 342,850 | |
Additions due to new convertible notes | 127,273 | |
Reduction due to conversions and adjustments | 339,105 | |
Mark-to-market adjustment | (131,018) | |
Balance at December 31, 2020 | $ 342,850 |
Stock Options And Warrants (Sum
Stock Options And Warrants (Summary Of Fair Value Assumptions Of Options) (Details) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Fair Value Assumptions Of Options - Black Scholes Model | ||
Risk free interest rate | 1.86% | |
Stock volatility factor | 272.00% | |
Weighted average expected option life | 5 years | |
Expected dividend yield | 0% |
Stock Options And Warrants (S_2
Stock Options And Warrants (Summary Of Stock Option Activity) (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Options | ||
Outstanding -beginning of year | 150,275,799 | 151,475,799 |
Granted | 300,000,000 | |
Exercised | ||
Forfeited | 20,600,000 | 1,200,000 |
Outstanding - end of year | 429,675,799 | 150,275,799 |
Exercisable at the end of the year | 223,165,297 | 141,466,119 |
Weighted average exercise price | ||
Outstanding -beginning of year | $ 0.016 | $ 0.017 |
Granted | 0.0018 | |
Exercised | ||
Forfeited | 0.04 | 0.050 |
Outstanding - end of year | 0.0051 | 0.016 |
Excercisable at the end of the year | 0.0081 | 0.015 |
Weighted average fair value of options granted during the period | $ 568,300 |
Stock Options And Warrants (S_3
Stock Options And Warrants (Summary Of Weighted Average Remainining Contractual Life Of Options) (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of options outstanding | 429,675,799 | 150,275,799 | 151,475,799 |
Exercise Price 0.0150 [Member] | Stock Options [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Excerise prices | $ 0.0150 | ||
Number of options outstanding | 35,000,000 | ||
Weighted Average remaining contractual life (years) | 1 year 7 months 24 days | ||
Exercise Price 0.0131 [Member] | Stock Options [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Excerise prices | $ 0.0131 | ||
Number of options outstanding | 60,000,000 | ||
Weighted Average remaining contractual life (years) | 1 year 1 month 2 days | ||
Exercise Price 0.0130 [Member] | Stock Options [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Excerise prices | $ 0.0130 | ||
Number of options outstanding | 15,000,000 | ||
Weighted Average remaining contractual life (years) | 1 year 2 months 19 days | ||
Exercise Price 0.0100 [Member] | Stock Options [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Excerise prices | $ 0.0100 | ||
Number of options outstanding | 6,675,799 | ||
Weighted Average remaining contractual life (years) | 1 year 6 months 29 days | ||
Exercise Price 0.0053 [Member] | Stock Options [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Excerise prices | $ 0.0053 | ||
Number of options outstanding | 12,500,000 | ||
Weighted Average remaining contractual life (years) | 1 year 7 months 13 days | ||
Exercise Price 0.0040 [Member] | Stock Options [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Excerise prices | $ 0.0040 | ||
Number of options outstanding | 500,000 | ||
Weighted Average remaining contractual life (years) | 9 months 11 days | ||
Exercise Price 0.0019 [Member] | Stock Options [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Excerise prices | $ 0.0019 | ||
Number of options outstanding | 283,000,000 | ||
Weighted Average remaining contractual life (years) | 4 years 18 days | ||
Exercise Price 0.0018 [Member] | Stock Options [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Excerise prices | $ 0.0018 | ||
Number of options outstanding | 17,000,000 | ||
Weighted Average remaining contractual life (years) | 4 years 5 months 1 day |
Stock Options And Warrants (S_4
Stock Options And Warrants (Summary Of Fair Value Of Warrants) (Details) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Fair Value Assumptions Of Warrants - Black Scholes Model | ||
Risk free interest rate | 1.86% | |
Stock volatility factor | 272.00% | |
Weighted average expected warrant life | 5 years | |
Expected dividend yield | 0% | |
Warrant [Member] | ||
Fair Value Assumptions Of Warrants - Black Scholes Model | ||
Risk free interest rate | 1.86% | |
Stock volatility factor | 272.00% | |
Weighted average expected warrant life | 5 years | 10 years |
Expected dividend yield | 0% | 0% |
Warrant [Member] | Minimum [Member] | ||
Fair Value Assumptions Of Warrants - Black Scholes Model | ||
Risk free interest rate | 0.40% | |
Stock volatility factor | 335.70% | |
Warrant [Member] | Maximum [Member] | ||
Fair Value Assumptions Of Warrants - Black Scholes Model | ||
Risk free interest rate | 0.42% | |
Stock volatility factor | 337.10% |
Stock Options And Warrants (S_5
Stock Options And Warrants (Summary Of Company’s Warrant Activity) (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Weighted Average Exercise Price | ||
Weighted average fair value of warrants granted during the period | $ 568,300 | |
Warrant [Member] | ||
Warrants | ||
Outstanding - beginning of period | 10,000,000 | |
Issued | 10,912,852 | 10,000,000 |
Exercised | ||
Forfeited | ||
Outstanding - end of period | 20,912,852 | 10,000,000 |
Exercisable at the end of period | 20,912,852 | 10,000,000 |
Weighted Average Exercise Price | ||
Outstanding - beginning of period | $ 0.007 | |
Issued | 0.007 | 0.007 |
Exercised | ||
Forfeited | ||
Outstanding - end of period | 0.007 | 0.007 |
Exercisable at the end of period | 0.007 | 0.007 |
Weighted average fair value of warrants granted during the period | $ 98,343 | $ 67,000 |
Stock Options And Warrants (S_6
Stock Options And Warrants (Summary Of Weighted Average Remaining Contractual Life Of Warrants) (Details) - Note Warrant [Member] | 12 Months Ended |
Dec. 31, 2020$ / sharesshares | |
Exercise Price 0.0118 [Member] | |
Excerise prices | $ / shares | $ 0.0118 |
Number of warrants outstanding | shares | 2,423,269 |
Weighted Average remaining contractual life (years) | 4 years 9 months 22 days |
Exercise Price 0.0072 [Member] | |
Excerise prices | $ / shares | $ 0.0072 |
Number of warrants outstanding | shares | 989,583 |
Weighted Average remaining contractual life (years) | 4 years 11 months 12 days |
Exercise Price 0.0067 [Member] | |
Excerise prices | $ / shares | $ 0.0067 |
Number of warrants outstanding | shares | 10,000,000 |
Weighted Average remaining contractual life (years) | 8 years 7 months 13 days |
Exercise Price 0.0050 [Member] | |
Excerise prices | $ / shares | $ 0.0050 |
Number of warrants outstanding | shares | 6,000,000 |
Weighted Average remaining contractual life (years) | 4 years 9 months 22 days |
Exercise Price 0.0050 [Member] | |
Excerise prices | $ / shares | $ 0.0050 |
Number of warrants outstanding | shares | 1,500,000 |
Weighted Average remaining contractual life (years) | 4 years 11 months 12 days |
Commitments And Contingencies_2
Commitments And Contingencies (Schedule Of Net Book Value Of Finance Lease) (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Assets | ||
Leased equipment under finance lease, | $ 100,097 | $ 100,097 |
less accumulated amortization | 84,837 | 60,007 |
Net | 15,260 | 40,090 |
Liabilities | ||
Obligations under finance lease (current) | 20,654 | |
Total | $ 20,654 |
Commitments And Contingencies_3
Commitments And Contingencies (Schedule Of Reconciliation Of Leases) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Cash flow (financing) | $ 20,654 | $ 34,038 |
Interest expense | 774,568 | $ 1,013,176 |
ROU Operating Leases [Member | ||
Leased asset balance | 171,549 | |
Liability balance | 171,549 | |
Cash flow (operating) | ||
Cash flow (financing) | ||
Interest expense | 22,390 | |
Finance Leases [Member | ||
Leased asset balance | 15,260 | |
Liability balance | ||
Cash flow (operating) | ||
Cash flow (financing) | ||
Interest expense |
Commitments And Contingencies_4
Commitments And Contingencies (Schedule Of Future Minimum Lease Payments For Opearing And Finance Lease) (Details) | Dec. 31, 2020USD ($) |
ROU Operating Leases [Member | |
Years Ending December 31, | |
2021 | $ 117,600 |
2022 | 68,600 |
2023 | |
Thereafter | |
Total | 186,200 |
Less imputed interest | 14,651 |
Total liability | 171,549 |
Finance Leases [Member | |
Years Ending December 31, | |
2021 | 15,260 |
2022 | |
2023 | |
Thereafter | |
Total | 15,260 |
Less imputed interest | |
Total liability | $ 15,260 |
Commitments And Contingencies_5
Commitments And Contingencies (Schedule Of Other Information Related To Leases) (Details) | Dec. 31, 2020 | |
Rent Payment [Member] | ||
Operating lease weighted average remaining term | 19 months | |
Operating lease weighted average discount rate | 10.00% | [1] |
Finance lease weighted average discount rate | 10.00% | [1] |
[1] | This discount rate is consistent with our borrowing rates from various lenders. |
Supplemental Statement Of Cas_3
Supplemental Statement Of Cash Flows Information (Summary Of Supplemental Cash Flows) (2020) (Details) - Common Stock [Member] - USD ($) | Jun. 25, 2020 | Jun. 23, 2020 | Jun. 22, 2020 | Jun. 18, 2020 | Jun. 16, 2020 | May 14, 2020 | Apr. 27, 2020 | Apr. 06, 2020 | Mar. 11, 2020 | Mar. 09, 2020 | Mar. 06, 2020 | Feb. 11, 2020 | Feb. 06, 2020 | Jan. 29, 2020 | Jan. 21, 2020 | Dec. 11, 2019 | Dec. 06, 2019 | Dec. 05, 2019 | Dec. 04, 2019 | Sep. 04, 2019 | Aug. 05, 2019 | Dec. 31, 2020 | Dec. 31, 2019 |
Shares | 226,300,034 | 282,134,319 | |||||||||||||||||||||
Note Date January 31, 2019 [Member] | |||||||||||||||||||||||
Note Date | Jan. 31, 2019 | Jan. 31, 2019 | Jan. 31, 2019 | Jan. 31, 2019 | Jan. 31, 2019 | Jan. 31, 2019 | Jan. 31, 2019 | ||||||||||||||||
Principal | $ 11,407 | $ 10,456 | $ 9,663 | $ 6,359 | $ 7,777 | $ 7,838 | |||||||||||||||||
Interest/Fees | $ 3,935 | $ 1,915 | $ 250 | $ 250 | $ 250 | $ 250 | $ 250 | ||||||||||||||||
Shares | 4,300,327 | 16,800,000 | 13,500,000 | 12,500,000 | 8,333,670 | 2,800,000 | 2,550,000 | ||||||||||||||||
Note Date May 02, 2019 [Member] | |||||||||||||||||||||||
Note Date | May 2, 2019 | May 2, 2019 | May 2, 2019 | May 2, 2019 | |||||||||||||||||||
Principal | $ 8,478 | $ 19,917 | $ 10,291 | $ 9,815 | |||||||||||||||||||
Interest/Fees | $ 5,100 | $ 250 | $ 250 | $ 250 | |||||||||||||||||||
Shares | 22,258,360 | 17,400,000 | 10,800,000 | 11,000,000 | |||||||||||||||||||
Note Date September 04, 2019 [Member] | |||||||||||||||||||||||
Note Date | Sep. 4, 2019 | Sep. 4, 2019 | Sep. 4, 2019 | Sep. 4, 2019 | |||||||||||||||||||
Principal | $ 5,000 | $ 15,000 | $ 18,000 | $ 15,000 | |||||||||||||||||||
Interest/Fees | $ 2,650 | ||||||||||||||||||||||
Shares | 7,806,122 | 12,500,000 | 12,857,143 | 10,000,000 | |||||||||||||||||||
Note Date July 16, 2019 [Member] | |||||||||||||||||||||||
Note Date | Jul. 16, 2019 | Jul. 16, 2019 | Jul. 16, 2019 | Jul. 16, 2019 | Jul. 16, 2019 | ||||||||||||||||||
Principal | $ 1,300 | $ 5,000 | $ 9,800 | $ 14,900 | $ 12,000 | ||||||||||||||||||
Interest/Fees | $ 5,300 | $ 1,000 | $ 1,000 | $ 1,000 | $ 1,000 | ||||||||||||||||||
Shares | 11,000,000 | 10,000,000 | 18,000,000 | 26,500,000 | 26,000,000 | ||||||||||||||||||
Note Date March 13, 2013 [Member] | |||||||||||||||||||||||
Note Date | Mar. 25, 2013 | ||||||||||||||||||||||
Principal | $ 50,000 | ||||||||||||||||||||||
Interest/Fees | $ 36,260 | ||||||||||||||||||||||
Shares | 21,565,068 | ||||||||||||||||||||||
Note Date April 20, 2018 [Member] | |||||||||||||||||||||||
Note Date | Apr. 20, 2018 | ||||||||||||||||||||||
Principal | $ 38,894 | ||||||||||||||||||||||
Interest/Fees | $ 4,236 | ||||||||||||||||||||||
Shares | 4,313,014 | ||||||||||||||||||||||
Total [Member] | |||||||||||||||||||||||
Principal | $ 233,395 | $ 305,500 | |||||||||||||||||||||
Interest/Fees | $ 62,231 | $ 15,765 | |||||||||||||||||||||
Shares | 226,300,034 | 282,123,319 |
Supplemental Statement Of Cas_4
Supplemental Statement Of Cash Flows Information (Summary Of Supplemental Cash Flows) (2019) (Details) - Common Stock [Member] - USD ($) | Jan. 21, 2020 | Dec. 17, 2019 | Dec. 16, 2019 | Dec. 11, 2019 | Dec. 09, 2019 | Dec. 06, 2019 | Dec. 06, 2019 | Dec. 05, 2019 | Dec. 04, 2019 | Dec. 02, 2019 | Nov. 27, 2019 | Nov. 26, 2019 | Nov. 20, 2019 | Nov. 04, 2019 | Oct. 28, 2019 | Sep. 25, 2019 | Sep. 13, 2019 | Sep. 05, 2019 | Sep. 04, 2019 | Aug. 27, 2019 | Aug. 05, 2019 | Jul. 17, 2019 | Dec. 31, 2020 | Dec. 31, 2019 |
Shares | 226,300,034 | 282,134,319 | ||||||||||||||||||||||
Note Date January 16, 2019 [Member] | ||||||||||||||||||||||||
Note Date | Jan. 16, 2019 | Jan. 16, 2019 | Jan. 16, 2019 | Jan. 16, 2019 | Jan. 16, 2019 | Jan. 16, 2019 | Jan. 16, 2019 | Jan. 16, 2019 | ||||||||||||||||
Principal | $ 6,900 | $ 11,300 | $ 14,800 | $ 16,000 | $ 15,000 | $ 15,000 | $ 12,000 | $ 12,000 | ||||||||||||||||
Interest/Fees | $ 5,150 | |||||||||||||||||||||||
Shares | 7,531,250 | 7,062,500 | 7,047,619 | 6,956,522 | 5,172,414 | 5,172,414 | 3,870,968 | 1,967,213 | ||||||||||||||||
Note Date January 31, 2019 [Member] | ||||||||||||||||||||||||
Note Date | Jan. 31, 2019 | Jan. 31, 2019 | Jan. 31, 2019 | Jan. 31, 2019 | Jan. 31, 2019 | Jan. 31, 2019 | Jan. 31, 2019 | |||||||||||||||||
Principal | $ 11,407 | $ 10,456 | $ 9,663 | $ 6,359 | $ 7,777 | $ 7,838 | ||||||||||||||||||
Interest/Fees | $ 3,935 | $ 1,915 | $ 250 | $ 250 | $ 250 | $ 250 | $ 250 | |||||||||||||||||
Shares | 4,300,327 | 16,800,000 | 13,500,000 | 12,500,000 | 8,333,670 | 2,800,000 | 2,550,000 | |||||||||||||||||
Note Date February 21, 2019 [Member] | ||||||||||||||||||||||||
Note Date | Feb. 21, 2019 | Feb. 21, 2019 | Feb. 21, 2019 | Feb. 21, 2019 | Feb. 21, 2019 | Feb. 21, 2019 | ||||||||||||||||||
Principal | $ 3,600 | $ 8,900 | $ 8,900 | $ 7,900 | $ 7,900 | $ 6,900 | ||||||||||||||||||
Interest/Fees | $ 2,650 | |||||||||||||||||||||||
Shares | 7,352,941 | 10,470,588 | 10,470,588 | 9,294,118 | 9,294,118 | 4,928,571 | ||||||||||||||||||
Note Date February 21, 2019 [Member] | ||||||||||||||||||||||||
Note Date | Feb. 21, 2019 | |||||||||||||||||||||||
Principal | $ 8,900 | |||||||||||||||||||||||
Interest/Fees | ||||||||||||||||||||||||
Shares | 10,470,588 | |||||||||||||||||||||||
Note Date April 24, 2019 [Member] | ||||||||||||||||||||||||
Note Date | Apr. 24, 2019 | Apr. 24, 2019 | ||||||||||||||||||||||
Principal | $ 13,000 | $ 9,800 | ||||||||||||||||||||||
Interest/Fees | ||||||||||||||||||||||||
Shares | 15,294,118 | 11,529,412 | ||||||||||||||||||||||
Note Date April 24, 2019 [Member] | ||||||||||||||||||||||||
Note Date | Apr. 24, 2019 | Apr. 24, 2019 | ||||||||||||||||||||||
Principal | $ 10,400 | $ 9,800 | ||||||||||||||||||||||
Interest/Fees | $ 2,150 | |||||||||||||||||||||||
Shares | 14,764,706 | 11,529,412 | ||||||||||||||||||||||
Note Date June 10, 2019 [Member] | ||||||||||||||||||||||||
Note Date | Jun. 10, 2019 | Jun. 10, 2019 | ||||||||||||||||||||||
Principal | $ 15,000 | $ 15,000 | ||||||||||||||||||||||
Interest/Fees | ||||||||||||||||||||||||
Shares | 17,647,059 | 17,647,059 | ||||||||||||||||||||||
Note Date June 10, 2019 [Member] | ||||||||||||||||||||||||
Note Date | Jun. 10, 2019 | Jun. 10, 2019 | ||||||||||||||||||||||
Principal | $ 8,000 | $ 15,000 | ||||||||||||||||||||||
Interest/Fees | $ 2,650 | |||||||||||||||||||||||
Shares | 12,529,412 | 17,647,059 | ||||||||||||||||||||||
Total [Member] | ||||||||||||||||||||||||
Principal | $ 233,395 | $ 305,500 | ||||||||||||||||||||||
Interest/Fees | $ 62,231 | $ 15,765 | ||||||||||||||||||||||
Shares | 226,300,034 | 282,123,319 |
Income Taxes (Schedule Of Provi
Income Taxes (Schedule Of Provision For Income Taxes) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Federal | ||
Deferred tax asset | $ 3,427,761 | $ 3,263,237 |
Valuation allowance | 3,427,761 | 3,263,237 |
Total deferred tax provision |
Subsequent Events (Summary Of L
Subsequent Events (Summary Of Lenders Converted Debt Into Common Stock) (Details) - Common Stock [Member] - shares | Mar. 04, 2021 | Feb. 22, 2021 | Feb. 22, 2021 | Feb. 18, 2021 | Feb. 16, 2021 | Feb. 03, 2021 | Feb. 03, 2021 | Jan. 15, 2021 | Feb. 22, 2021 | Mar. 04, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Shares | 226,300,034 | 282,134,319 | ||||||||||
Subsequent Event [Member] | ||||||||||||
Date of Issuance | Apr. 3, 2021 | Feb. 22, 2021 | Feb. 22, 2021 | Feb. 18, 2021 | Feb. 16, 2021 | Mar. 2, 2021 | Mar. 2, 2021 | Jan. 15, 2021 | Feb. 22, 2021 | |||
Type | Stock Options | Stock Options | Stock Sale | Stock Options | Preferred A Conv | Preferred A Conv | Preferred A Conv | Conversion | Debt Refinance | |||
Shares | 708,469 | 660,192 | 85,000,000 | 2,160,294 | 44,000,000 | 40,000,000 | 16,000,000 | 18,313,074 | 25,000,000 | 231,842,029 |
Oranization And Line Of Busines
Oranization And Line Of Business (Narrative) (Details) | Dec. 31, 2020USD ($) |
Oranization And Line Of Business Narrative | |
Working capital deficits | $ 4,784,106 |
Summary Of Significant Accoun_9
Summary Of Significant Accounting Policies (Narrative) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Summary Of Significant Accounting Policies Narrative | ||
Allowance for accounts receivable | $ 742 | $ 118,589 |
Bad debt | 16,868 | 114,748 |
Cost in excess of billing | 0 | 21,606 |
Research and development costs | 0 | 0 |
Advertising costs | $ 119,332 | $ 4,797 |
Summary Of Significant Accou_10
Summary Of Significant Accounting Policies (Narrative) (Details1) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Loss on impairment of Goodwill and Intangible Assets | $ 560,000 | $ 6,760,767 |
FDIC insured limit | $ 250,000 | |
Federal tax rate for determination of deferred tax assets and liabilities | 21.00% | |
Warrant [Member] | ||
Antidilutive securities excluded from computation of earnings per share | 20,912,852 | |
Stock Options [Member] | ||
Antidilutive securities excluded from computation of earnings per share | 106,489,498 | 150,275,799 |
Series A Preferred Stock [Member] | ||
Antidilutive securities excluded from computation of earnings per share | 10,000 | 10,000 |
Series A Preferred Stock [Member] | Common Stock [Member] | ||
Common shares issuable upon conversion of preferred shares | 100,000,000 | 100,000,000 |
Series B Preferred Stock [Member] | ||
Antidilutive securities excluded from computation of earnings per share | 18,025 | 18,025 |
Series B Preferred Stock [Member] | Common Stock [Member] | ||
Common shares issuable upon conversion of preferred shares | 450,625,000 | 450,625,000 |
Series C Preferred Stock [Member] | ||
Antidilutive securities excluded from computation of earnings per share | 14,425 | 14,425 |
Series C Preferred Stock [Member] | Common Stock [Member] | ||
Common shares issuable upon conversion of preferred shares | 144,250,000 | 144,250,000 |
Series D Preferred Stock [Member] | ||
Antidilutive securities excluded from computation of earnings per share | 90,000 | 90,000 |
Series D Preferred Stock [Member] | Common Stock [Member] | ||
Common shares issuable upon conversion of preferred shares | 225,000,000 | 225,000,000 |
Series E Preferred Stock [Member] | ||
Antidilutive securities excluded from computation of earnings per share | 10,000 | 10,000 |
Series E Preferred Stock [Member] | Common Stock [Member] | ||
Common shares issuable upon conversion of preferred shares | 20,000,000 | 20,000,000 |
Series G Preferred Stock [Member] | ||
Antidilutive securities excluded from computation of earnings per share | 2,597 | |
Series G Preferred Stock [Member] | Common Stock [Member] | ||
Common shares issuable upon conversion of preferred shares | 136,684,211 | |
Convertible Notes [Member] | ||
Antidilutive securities excluded from computation of earnings per share | 18,388,400 | 66,144,941 |
Convertible note outstanding value excluded from computation of earnings per share | $ 183,884 | $ 543,464 |
Parscale Media, LLC [Member] | ||
Intangible assets and goodwill written off related to acquisition | 744,444 | |
Parscale Creative, Inc. [Member] | ||
Intangible assets and goodwill written off related to acquisition | $ 6,016,323 | |
WebTegrity [Member] | ||
Loss on impairment of Goodwill and Intangible Assets | $ 560,000 | |
Impaired intangible asset description | At the time of the impairment analysis, the remaining prior year balance of the Customer List ($71,606) had already been expensed throughout the year ended December 31, 2020. |
Revenue Recognition (Narrative)
Revenue Recognition (Narrative) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Revenue Recognition Narrative | ||
Revenue related to reimbursable costs | $ 5,155,079 | $ 3,344,978 |
Business Acquisitions (Narrativ
Business Acquisitions (Narrative) (Details) - USD ($) | Feb. 01, 2018 | Nov. 15, 2017 | Aug. 01, 2017 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Nov. 20, 2018 |
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | |||||||
Interest expense included in repayment | $ 774,568 | $ 1,013,176 | |||||
Mr.Brad Parscale, Director Of The Company [Member] | |||||||
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | |||||||
Reduction of goodwill | (744,444) | ||||||
Mr.Brad Parscale, Director Of The Company [Member] | Promissory Note Dated February 01, 2018 - The Parscale Media Note[Member] | |||||||
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | |||||||
Debt instrument description | The Company agreed to pay Mr. Parscale $1,000,000 in twelve equal installments | ||||||
Debt instrument interest rate | 4.00% | ||||||
Repayment of promissory note | 350,600 | ||||||
Interest expense included in repayment | 11,693 | $ 12,859 | |||||
Debt instrument carrying amount | $ 0 | ||||||
Parscale Creative, Inc. [Member] | |||||||
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | |||||||
Business acquisition total purchase price | $ 7,945,000 | ||||||
Assumed net liabilities in business acquisition | $ 535,000 | ||||||
Parscale Digital, Inc. [Member] | |||||||
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | |||||||
Contingent consideration description related to dividend payments | At a liquidation preference of one hundred dollars ($100) per share, plus dividend payments based on 5% of adjusted revenue of Parscale Digital. Adjusted revenue is defined as total revenue, minus digital marketing media buys. Based on the growth of Parscale Digital, the actual amount of the dividend payments is estimated to be in the range of $850,000 and $1,300,000, over 36 months, if we achieve 0.5% to 3% monthly adjusted revenue growth. | ||||||
Business acquisition ownership percentage owned by Mr.Brad Parscale | 100.00% | ||||||
Assumed net liabilities in business acquisition | $ 535,000 | ||||||
Reduction of goodwill | $ 6,016,323 | ||||||
Parscale Digital, Inc. [Member] | Series D Convertible Preferred Stock [Member] | |||||||
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | |||||||
Business acquisition, shares issued | 90,000 | ||||||
Preferred stock liquidation price per share | $ 100 | ||||||
Parscale Digital, Inc. [Member] | Series D Preferred Stock [Member] | |||||||
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | |||||||
Dividend payable | $ 237,753 | ||||||
WebTegrity, LLC [Member] | |||||||
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | |||||||
Business acquisition total purchase price | $ 900,000 | ||||||
WebTegrity, LLC [Member] | Series E Convertible Preferred Stock [Member] | |||||||
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | |||||||
Business acquisition, shares issued | 10,000 | ||||||
Preferred stock liquidation price per share | $ 100 | ||||||
Parscale Media, LLC [Member] | Mr.Brad Parscale, Director Of The Company [Member] | |||||||
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | |||||||
Agreed amount to pay under purchase agreement | $ 1,000,000 |
Intangible Assets (Narrative) (
Intangible Assets (Narrative) (Details) - USD ($) | Feb. 01, 2018 | Nov. 15, 2017 | Aug. 01, 2017 | Sep. 30, 2015 | Sep. 22, 2015 | Jun. 26, 2015 | Aug. 01, 2017 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Finite lived intangible assets, gross | $ 30,201 | $ 870,201 | ||||||||
Amortization expenses for finite lived intangible assets | 72,296 | 976,504 | ||||||||
Loss on impairment of Goodwill and Intangible Assets | 560,000 | 6,760,767 | ||||||||
Trademark Rights - CLOUDCOMMERCE [Member] | ||||||||||
Finite lived intangible asset purchase price | $ 10,000 | |||||||||
Finite lived intangible asset renewal terms | The trademark expires in 2020 and may be renewed for an additional 10 years. | |||||||||
Finite lived intangible asset useful life | 174 months | |||||||||
Amortization expenses for finite lived intangible assets | 689 | 690 | ||||||||
Finite lived intangible assets, net | 6,381 | |||||||||
Non-Compete Agreements Signed With Mr.Brad Parscale [Member] | Parscale Creative, Inc. [Member] | ||||||||||
Finite lived intangible assets, gross | $ 280,000 | $ 280,000 | ||||||||
Finite lived intangible asset renewal terms | Amortized over a period of 36 months. | |||||||||
Amortization expenses for finite lived intangible assets | 93,333 | $ 93,333 | ||||||||
Finite lived intangible assets, net | 0 | 54,444 | ||||||||
Agreement period | 3 years | |||||||||
Customer List [Member] | Parscale Creative, Inc. [Member] | ||||||||||
Finite lived intangible assets, gross | $ 2,090,000 | $ 2,090,000 | ||||||||
Finite lived intangible asset useful life | 3 years | |||||||||
Finite lived intangible assets, net | 0 | |||||||||
Loss on impairment of Goodwill and Intangible Assets | 386,879 | |||||||||
Customer List [Member] | WebTegrity, LLC [Member] | ||||||||||
Finite lived intangible assets, gross | $ 280,000 | |||||||||
Finite lived intangible asset useful life | 3 years | |||||||||
Finite lived intangible assets, net | 0 | |||||||||
Loss on impairment of Goodwill and Intangible Assets | 7,161 | |||||||||
Customer List [Member] | Parscale Media, LLC [Member] | ||||||||||
Finite lived intangible assets, gross | $ 400,000 | |||||||||
Finite lived intangible asset useful life | 3 years | |||||||||
Finite lived intangible assets, net | 0 | |||||||||
Loss on impairment of Goodwill and Intangible Assets | 144,445 | |||||||||
Goodwill [Member] | ||||||||||
Finite lived intangible assets, gross | 430,000 | |||||||||
Other Assets [Member] | Trademark Rights - CLOUDCOMMERCE [Member] | ||||||||||
Finite lived intangible assets, gross | $ 10,000 | |||||||||
Other Assets [Member] | Goodwill [Member] | Parscale Creative, Inc. [Member] | ||||||||||
Finite lived intangible assets, gross | $ 3,645,000 | $ 3,645,000 | ||||||||
Loss on impairment of Goodwill and Intangible Assets | 3,645,000 | |||||||||
Other Assets [Member] | Goodwill [Member] | WebTegrity, LLC [Member] | ||||||||||
Finite lived intangible assets, gross | $ 430,000 | |||||||||
Finite lived intangible assets, net | 0 | |||||||||
Loss on impairment of Goodwill and Intangible Assets | 430,000 | |||||||||
Other Assets [Member] | Goodwill [Member] | Parscale Media, LLC [Member] | ||||||||||
Finite lived intangible assets, gross | $ 500,000 | |||||||||
Loss on impairment of Goodwill and Intangible Assets | 500,000 | |||||||||
Domain Name - CLOUDCOMMERCE.COM [Member] | ||||||||||
Indefinite intangible asset purchase price | $ 20,000 | |||||||||
Indefinite lived intangible assets transaction cost | 202 | |||||||||
Domain Name - CLOUDCOMMERCE.COM [Member] | Other Assets [Member] | ||||||||||
Indefinite intangible asset value | $ 20,202 | |||||||||
Brand Name [Member] | Other Assets [Member] | WebTegrity, LLC [Member] | ||||||||||
Indefinite intangible asset value | $ 130,000 | |||||||||
Loss on impairment of Goodwill and Intangible Assets | $ 130,000 | |||||||||
Brand Name [Member] | Other Assets [Member] | Parscale Media, LLC [Member] | ||||||||||
Finite lived intangible assets, net | 0 | |||||||||
Loss on impairment of Goodwill and Intangible Assets | $ 1,930,000 |
Credit Facilities (Narrative) (
Credit Facilities (Narrative) (Details) - USD ($) | Aug. 02, 2018 | Apr. 12, 2018 | Nov. 30, 2017 | Oct. 19, 2017 | Mar. 23, 2017 | Nov. 30, 2016 | Dec. 31, 2020 | Dec. 31, 2019 |
Line of Credit Facility [Line Items] | ||||||||
Interest expense | $ 774,568 | $ 1,013,176 | ||||||
Line of credit | 379,797 | 476,962 | ||||||
CLWD Operations [Member] | Secured Borrowing With Third Party [Member] | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Line of credit facility description | On November 30, 2017, the agreement auto renewed for another twelve months. | The agreement was amended on March 23, 2017, which increased the allowable borrowing amount by $100,000, to a maximum of $500,000. | On November 30, 2016, CLWD Operations entered into a 12-month agreement wherein amounts due from our customers were pledged to a third party, in exchange for a borrowing facility in amounts up to a total of $400,000. | |||||
Line of credit facility maximum borrowing capacity | $ 500,000 | $ 400,000 | ||||||
Line of credit facility borrowing capacity description | The proceeds from the facility are determined by the amounts we invoice our customers. | |||||||
Line of credit facility restriction terms | During the term of this facility, the third-party lender has a first priority security interest in CLWD Operations, and therefore, we will need to obtain such third-party lender’s written consent to obligate CLWD Operations further or pledge our assets against additional borrowing facilities. Because of this position, it may be difficult for CLWD Operations to secure additional secured borrowing facilities. | |||||||
Line of credit facility interest description | The cost of this secured borrowing facility is 0.05% of the daily balance. | |||||||
Interest expense | 34,921 | 650 | ||||||
Line of credit | 379,797 | 5,228 | ||||||
Parscale Digital [Member] | Secured Borrowing With Third Party [Member] | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Line of credit facility description | The agreement was amended on April 12, 2018, which increased the allowable borrowing amount by $250,000, to a maximum of $750,000. | On October 19, 2017, Parscale Digital entered into a 12-month agreement with a third party to pledge the rights to amounts due from our customers, in exchange for a borrowing facility in amounts up to a total of $500,000. | ||||||
Line of credit facility maximum borrowing capacity | $ 750,000 | $ 500,000 | ||||||
Line of credit facility borrowing capacity description | The proceeds from the facility are determined by the amounts we invoice our customers. | |||||||
Line of credit facility restriction terms | During the term of this facility, the third-party lender has a first priority security interest in Parscale Digital, and will therefore, we will require such third-party lender’s written consent to obligate it further or pledge our assets against additional borrowing facilities. Because of this position, it may be difficult for Parscale Digital to secure additional secured borrowing facilities. | |||||||
Line of credit facility interest description | The cost of this secured borrowing facility is 0.05% of the daily balance. | |||||||
Interest expense | 45,605 | 85,291 | ||||||
Line of credit | 0 | 258,646 | ||||||
Line of credit expired terms | This borrowing facility expired on October 19, 2020 and was not renewed | |||||||
Giles Design Bureau, WebTegrity And Data Propria [Member] | Secured Borrowing With Third Party [Member] | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Line of credit facility description | On August 2, 2018, Giles Design Bureau, WebTegrity, and Data Propria entered into 12-month agreements with a third party to pledge the rights to amounts due from our customers, in exchange for borrowing facilities in amounts up to a total of $150,000, $150,000 and $600,000, respectively. | |||||||
Line of credit facility borrowing capacity description | The proceeds from the facility are determined by the amounts we invoice our customers. | |||||||
Line of credit facility restriction terms | During the term of these facilities, the third-party lender has a first priority security interest in the respective entities, and will therefore, we will require such third-party lender’s written consent to obligate the entities further or pledge their assets against additional borrowing facilities. | |||||||
Line of credit facility interest description | The cost of these secured borrowing facilities is 0.056%, 0.056% and 0.049%, respectively, of the daily balance. | |||||||
Interest expense | 73,054 | 119,809 | ||||||
Line of credit | $ 0 | $ 213,088 | ||||||
Line of credit expired terms | These three borrowing facilities had an expiration date of August 22, 2020 and were not renewed. | |||||||
Giles Design Bureau [Member] | Secured Borrowing With Third Party [Member] | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Line of credit facility maximum borrowing capacity | $ 150,000 | |||||||
WebTegrity [Member] | Secured Borrowing With Third Party [Member] | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Line of credit facility maximum borrowing capacity | 150,000 | |||||||
Data Propria [Member] | Secured Borrowing With Third Party [Member] | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Line of credit facility maximum borrowing capacity | $ 600,000 |
Convertible Notes Payable (Narr
Convertible Notes Payable (Narrative) (Details) - USD ($) | Jun. 23, 2020 | Feb. 21, 2019 | Jan. 31, 2019 | Jan. 16, 2019 | Apr. 20, 2018 | Apr. 17, 2018 | Oct. 14, 2014 | May 23, 2014 | May 16, 2013 | May 01, 2013 | Apr. 16, 2013 | Mar. 25, 2013 | Jun. 23, 2020 | May 16, 2013 | Dec. 31, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | ||||||||||||||||
Proceeds from issuance of notes payable | $ 1,530,680 | $ 541,000 | ||||||||||||||
Amortization of debt discount | 270,607 | 60,274 | ||||||||||||||
Fiscal Year 2019 Note [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt discount recorded | 0 | |||||||||||||||
Accrued interest included in carrying value of debt | 0 | |||||||||||||||
Amortization of debt discount | 211,222 | |||||||||||||||
Convertible Promissory Note Dated March 25, 2013 - The March 2013 Note [Member] | A Related Party [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt instrument face amount | $ 100,000 | |||||||||||||||
Proceeds from issuance of notes payable | $ 15,000 | $ 15,000 | $ 20,000 | $ 50,000 | $ 100,000 | |||||||||||
Debt instrument conversion price | $ 0.004 | |||||||||||||||
Debt instrument interest rate | 10.00% | |||||||||||||||
Debt instrument maturity date | Mar. 25, 2018 | |||||||||||||||
Debt instrument carrying amount | 0 | |||||||||||||||
Convertible Promissory Note Dated March 25, 2013 - The March 2013 Note [Member] | A Related Party [Member] | Common Stock [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt conversion original debt amount | $ 16,000 | $ 17,000 | $ 17,000 | $ 50,000 | ||||||||||||
Accrued interest portion of debt converted | $ 8,106 | $ 2,645 | $ 1,975 | $ 36,260 | ||||||||||||
Debt conversion converted instrument, shares | 6,026,301 | 4,911,370 | 4,743,699 | 21,565,068 | ||||||||||||
Convertible Promissory Note Dated April 20, 2018 - The April 2018 Note [Member] | A Related Party [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt discount recorded | $ 200,000 | |||||||||||||||
Accrued interest included in carrying value of debt | 22,778 | |||||||||||||||
Debt instrument face amount | 200,000 | |||||||||||||||
Proceeds from issuance of notes payable | $ 200,000 | |||||||||||||||
Debt instrument conversion price | $ 0.01 | |||||||||||||||
Debt instrument interest rate | 5.00% | |||||||||||||||
Debt instrument maturity date | Apr. 20, 2021 | |||||||||||||||
Debt conversion original debt amount | $ 38,894 | |||||||||||||||
Accrued interest portion of debt converted | $ 4,236 | |||||||||||||||
Debt conversion converted instrument, shares | 4,313,014 | |||||||||||||||
Debt instrument carrying amount | 183,884 | |||||||||||||||
Convertible Promissory Note Dated January 16, 2019 - The January 16, 2019 Note [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Accrued interest included in carrying value of debt | $ 5,150 | |||||||||||||||
Debt instrument face amount | $ 103,000 | |||||||||||||||
Proceeds from issuance of notes payable | $ 100,000 | |||||||||||||||
Debt instrument interest rate | 10.00% | |||||||||||||||
Debt instrument maturity date | Jan. 16, 2020 | |||||||||||||||
Debt conversion converted instrument, shares | 44,780,900 | |||||||||||||||
Debt instrument conversion description | Convertible into common stock 180 days after issuance. The conversion price was calculated as a 39% discount to the average of the two lowest trading prices during the 20 trading days prior to conversion. | |||||||||||||||
Debt instrument carrying amount | $ 103,000 | |||||||||||||||
Debt legal and administrative cost | $ 3,000 | |||||||||||||||
Convertible Promissory Note Dated January 31, 2019 - The January 31, 2019 Note [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Accrued interest included in carrying value of debt | $ 3,935 | $ 3,165 | ||||||||||||||
Debt instrument face amount | $ 53,500 | |||||||||||||||
Proceeds from issuance of notes payable | $ 50,000 | |||||||||||||||
Debt instrument interest rate | 10.00% | |||||||||||||||
Debt instrument maturity date | Jan. 31, 2020 | |||||||||||||||
Debt conversion converted instrument, shares | 4,300,327 | 56,483,670 | ||||||||||||||
Debt instrument conversion description | Convertible into common stock 180 days after issuance. The conversion price was calculated as a 39% discount to the lowest trading prices during the 15 trading days prior to conversion. | |||||||||||||||
Debt instrument carrying amount | $ 53,500 | |||||||||||||||
Debt legal and administrative cost | $ 3,500 | |||||||||||||||
Convertible Promissory Note Dated February 21, 2019 - The February 21, 2019 Note [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Accrued interest included in carrying value of debt | $ 2,650 | |||||||||||||||
Debt instrument face amount | $ 53,000 | |||||||||||||||
Proceeds from issuance of notes payable | $ 50,000 | |||||||||||||||
Debt instrument interest rate | 10.00% | |||||||||||||||
Debt instrument maturity date | Feb. 21, 2020 | |||||||||||||||
Debt conversion converted instrument, shares | 62,281,512 | |||||||||||||||
Debt instrument conversion description | Convertible into common stock 180 days after issuance. The conversion price was calculated as a 39% discount to the average of the two lowest trading prices during the 20 trading days prior to conversion. | |||||||||||||||
Debt instrument carrying amount | $ 53,000 | |||||||||||||||
Debt legal and administrative cost | $ 3,000 |
Convertible Notes Payable (Na_2
Convertible Notes Payable (Narrative) (Details1) - USD ($) | Jun. 03, 2020 | Jun. 01, 2020 | Dec. 05, 2019 | Dec. 02, 2019 | Sep. 04, 2019 | Jul. 16, 2019 | Jun. 10, 2019 | May 02, 2019 | Apr. 24, 2019 | Dec. 31, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | |||||||||||
Proceeds from issuance of notes payable | $ 1,530,680 | $ 541,000 | |||||||||
Amortization of debt discount | 270,607 | 60,274 | |||||||||
Convertible Promissory Note Dated April 24, 2019 - The April 24, 2019 Note [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Accrued interest included in carrying value of debt | $ 2,150 | ||||||||||
Debt instrument face amount | $ 43,000 | ||||||||||
Proceeds from issuance of notes payable | $ 43,000 | ||||||||||
Debt instrument interest rate | 10.00% | ||||||||||
Debt instrument maturity date | Apr. 24, 2020 | ||||||||||
Debt conversion converted instrument, shares | 53,117,648 | ||||||||||
Debt instrument conversion description | Convertible into common stock 180 days after issuance. The conversion price was calculated as a 39% discount to the average of the two lowest trading prices during the 20 trading days prior to conversion. | ||||||||||
Debt instrument carrying amount | $ 43,000 | ||||||||||
Debt legal and administrative cost | $ 3,000 | ||||||||||
Convertible Promissory Note Dated May 02, 2019 - The May 02, 2019 Note [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument face amount | $ 48,500 | ||||||||||
Proceeds from issuance of notes payable | $ 45,000 | ||||||||||
Debt instrument interest rate | 10.00% | ||||||||||
Debt instrument maturity date | May 2, 2020 | ||||||||||
Debt conversion original debt amount | $ 13,578 | ||||||||||
Debt conversion converted instrument, shares | 39,200,000 | ||||||||||
Debt conversion and interest converted instrument, shares | 22,258,360 | ||||||||||
Debt instrument conversion description | Convertible into common stock 180 days after issuance. The conversion price was calculated as a 39% discount to the average of the two lowest trading prices during the 20 trading days prior to conversion. | ||||||||||
Debt instrument carrying amount | $ 40,772 | ||||||||||
Debt legal and administrative cost | $ 3,500 | ||||||||||
Convertible Promissory Note Dated June 10, 2019 - The June 10, 2019 Note [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Accrued interest included in carrying value of debt | $ 2,650 | ||||||||||
Debt instrument face amount | $ 53,000 | ||||||||||
Proceeds from issuance of notes payable | $ 50,000 | ||||||||||
Debt instrument interest rate | 10.00% | ||||||||||
Debt instrument maturity date | Jun. 10, 2020 | ||||||||||
Debt conversion converted instrument, shares | 65,470,589 | ||||||||||
Debt instrument conversion description | Convertible into common stock 180 days after issuance. The conversion price was calculated as a 39% discount to the average of the two lowest trading prices during the 20 trading days prior to conversion. | ||||||||||
Debt instrument carrying amount | $ 53,000 | ||||||||||
Debt legal and administrative cost | $ 3,000 | ||||||||||
Convertible Promissory Note Dated July 16, 2019 - The June 16, 2019 Note [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument face amount | $ 43,000 | ||||||||||
Proceeds from issuance of notes payable | $ 40,000 | ||||||||||
Debt instrument interest rate | 10.00% | ||||||||||
Debt instrument maturity date | Jul. 10, 2020 | ||||||||||
Debt conversion original debt amount | $ 52,300 | ||||||||||
Debt conversion converted instrument, shares | 91,500,000 | ||||||||||
Debt instrument conversion description | Convertible into common stock 180 days after issuance. The conversion price was calculated as a 39% discount to the average of the two lowest trading prices during the 15 trading days prior to conversion. | ||||||||||
Convertible Promissory Note Dated September 4, 2019 - The September 4, 2019 Note [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument face amount | $ 53,000 | ||||||||||
Proceeds from issuance of notes payable | $ 50,000 | ||||||||||
Debt instrument interest rate | 10.00% | ||||||||||
Debt instrument maturity date | Sep. 4, 2020 | ||||||||||
Debt conversion original debt amount | $ 7,650 | ||||||||||
Debt conversion converted instrument, shares | 35,357,143 | ||||||||||
Debt conversion and interest converted instrument, shares | 7,806,122 | ||||||||||
Debt instrument conversion description | Convertible into common stock 180 days after issuance. The conversion price was calculated as a 39% discount to the average of the two lowest trading prices during the 20 trading days prior to conversion. | ||||||||||
Debt instrument carrying amount | $ 48,000 | ||||||||||
Debt legal and administrative cost | $ 3,000 | ||||||||||
Convertible Promissory Note Dated December 2, 2019 - The December 2, 2019 Note [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument face amount | $ 38,000 | ||||||||||
Proceeds from issuance of notes payable | $ 35,000 | ||||||||||
Debt instrument interest rate | 10.00% | ||||||||||
Debt instrument maturity date | Dec. 2, 2020 | ||||||||||
Accrued interest portion of debt converted | 16,528 | ||||||||||
Debt instrument conversion description | Convertible into common stock 180 days after issuance. The conversion price was calculated as a 39% discount to the average of the two lowest trading prices during the 20 trading days prior to conversion. | ||||||||||
Debt legal and administrative cost | $ 3,000 | ||||||||||
Repayment of debt instrument | $ 55,824 | ||||||||||
Convertible Promissory Note Dated December 5, 2019 - The December 5, 2019 Note [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument face amount | $ 53,000 | ||||||||||
Proceeds from issuance of notes payable | $ 50,000 | ||||||||||
Debt instrument interest rate | 10.00% | ||||||||||
Debt instrument maturity date | Dec. 5, 2020 | ||||||||||
Accrued interest portion of debt converted | $ 22,988 | ||||||||||
Debt instrument conversion description | Convertible into common stock 180 days after issuance. The conversion price was calculated as a 39% discount to the average of the two lowest trading prices during the 20 trading days prior to conversion. | ||||||||||
Debt legal and administrative cost | $ 3,000 | ||||||||||
Repayment of debt instrument | $ 77,859 |
Notes Payable (Narrative) (Deta
Notes Payable (Narrative) (Details) - USD ($) | Sep. 28, 2017 | Aug. 28, 2017 | Aug. 15, 2017 | Aug. 03, 2017 | Dec. 31, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | ||||||
Proceeds from issuance of notes payable | $ 1,530,680 | $ 541,000 | ||||
Convertible Promissory Note Dated August 03, 2017 - The August 3, 2017 Note [Member] | Bountiful Capital, LLC - A Company Related To Greg Boden, CFO Of The Company [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument face amount | $ 25,000 | |||||
Proceeds from issuance of notes payable | $ 25,000 | |||||
Debt instrument interest rate | 5.00% | |||||
Debt instrument description | Payable upon demand, but in no event later than 36 months from the effective date | |||||
Debt instrument carrying amount inclusive of accrued interest | 29,267 | |||||
Accrued interest | 4,267 | |||||
Convertible Promissory Note Dated August 15, 2017 - The August 15, 2017 Note [Member] | Bountiful Capital, LLC - A Company Related To Greg Boden, CFO Of The Company [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument face amount | $ 34,000 | |||||
Proceeds from issuance of notes payable | $ 34,000 | |||||
Debt instrument interest rate | 5.00% | |||||
Debt instrument description | Payable upon demand, but in no event later than 36 months from the effective date | |||||
Debt instrument carrying amount inclusive of accrued interest | 39,747 | |||||
Accrued interest | 5,747 | |||||
Convertible Promissory Note Dated August 28, 2017 - The August 28, 2017 Note [Member] | Bountiful Capital, LLC - A Company Related To Greg Boden, CFO Of The Company [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument face amount | $ 92,000 | |||||
Proceeds from issuance of notes payable | $ 92,000 | |||||
Debt instrument interest rate | 5.00% | |||||
Debt instrument description | Payable upon demand, but in no event later than 36 months from the effective date | |||||
Debt instrument carrying amount inclusive of accrued interest | 107,388 | |||||
Accrued interest | 15,388 | |||||
Convertible Promissory Note Dated September 28, 2017 - The September 28, 2017 Note [Member] | Bountiful Capital, LLC - A Company Related To Greg Boden, CFO Of The Company [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument face amount | $ 63,600 | |||||
Proceeds from issuance of notes payable | $ 63,600 | |||||
Debt instrument interest rate | 5.00% | |||||
Debt instrument description | Payable upon demand, but in no event later than 36 months from the effective date or September 28, 2020 | |||||
Debt instrument carrying amount inclusive of accrued interest | 73,968 | |||||
Accrued interest | $ 10,368 |
Notes Payable (Narrative) (De_2
Notes Payable (Narrative) (Details1) - USD ($) | Dec. 10, 2020 | Oct. 21, 2020 | May 05, 2020 | Apr. 03, 2019 | Jun. 29, 2018 | Jan. 03, 2018 | Dec. 19, 2017 | Nov. 27, 2017 | Nov. 15, 2017 | Oct. 27, 2017 | Oct. 11, 2017 | Dec. 31, 2020 | Dec. 31, 2019 | Feb. 28, 2019 |
Debt Instrument [Line Items] | ||||||||||||||
Proceeds from issuance of notes payable | $ 1,530,680 | $ 541,000 | ||||||||||||
Interest expense included in repayment | 774,568 | 1,013,176 | ||||||||||||
Depreciation and amortization | 113,287 | 1,019,472 | ||||||||||||
Debt discount | 270,607 | 60,274 | ||||||||||||
Notes payable | 565,008 | $ 506,919 | ||||||||||||
Convertible Promissory Note Dated June 29, 2018 - The June 2018 Note [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt instrument face amount | $ 750,000 | |||||||||||||
Proceeds from issuance of notes payable | $ 735,000 | |||||||||||||
Debt instrument interest rate | 18.00% | |||||||||||||
Origination fee retained by lender | $ 15,000 | |||||||||||||
Refinanced Convertible Promissory Note Dated February 28, 2019 - The February 28, 2019 Note [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt instrument face amount | $ 1,000,000 | |||||||||||||
Proceeds from issuance of notes payable | $ 250,000 | |||||||||||||
Debt instrument interest rate | 18.00% | |||||||||||||
Debt instrument description | Amortized over 12 months. | |||||||||||||
Debt instrument carrying amount inclusive of accrued interest | 0 | 349,557 | ||||||||||||
Origination fee retained by lender | 25,443 | |||||||||||||
Repayment of notes payable | 506,919 | |||||||||||||
Interest expense included in repayment | 64,326 | |||||||||||||
Debt instrument carrying value with origination fees | $ 375,000 | |||||||||||||
Convertible Promissory Note Dated May 05, 2019 - The May 2020 Note [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt instrument face amount | $ 780,680 | |||||||||||||
Gain on notes payable | 780,680 | |||||||||||||
Debt instrument interest rate | 1.00% | |||||||||||||
Debt instrument description | The PPP Program loans allow a deferment period of 6 months, which would require payments to be made starting November 5, 2020. On November 13, 2020, the May 2020 Note was forgiven in full. | |||||||||||||
Debt instrument carrying amount inclusive of accrued interest | 0 | |||||||||||||
Convertible Promissory Note Dated October 21, 2020 - The October 2020 Note [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt instrument face amount | $ 600,000 | |||||||||||||
Proceeds from issuance of notes payable | $ 548,250 | |||||||||||||
Debt instrument interest rate | 12.00% | |||||||||||||
Debt instrument description | The Company issued 32,232,333 shares of our common stock in connection with this borrowing, which required the recording of a discount in the amount of $299,761 against the balance, amortized over the term of the note. | |||||||||||||
Debt instrument carrying amount inclusive of accrued interest | $ 672,000 | |||||||||||||
Accrued interest | 72,000 | |||||||||||||
Interest expense included in repayment | 72,000 | |||||||||||||
Depreciation and amortization | 57,488 | |||||||||||||
Debt discount | 242,273 | |||||||||||||
Notes payable | $ 429,727 | |||||||||||||
Convertible Promissory Note Dated December 10, 2020 - The December 2020 Note [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt instrument face amount | $ 150,000 | |||||||||||||
Proceeds from issuance of notes payable | $ 130,875 | |||||||||||||
Debt instrument interest rate | 12.00% | |||||||||||||
Debt instrument description | The Company issued 5,769,230 shares of our common stock in connection with this borrowing, which required the recording of a discount in the amount of $34,615 against the balance, amortized over the term of the note. | |||||||||||||
Debt instrument carrying amount inclusive of accrued interest | $ 168,000 | |||||||||||||
Accrued interest | 18,000 | |||||||||||||
Interest expense included in repayment | 18,000 | |||||||||||||
Depreciation and amortization | 1,897 | |||||||||||||
Debt discount | 32,718 | |||||||||||||
Notes payable | $ 135,282 | |||||||||||||
Bountiful Capital, LLC - A Company Related To Greg Boden, CFO Of The Company [Member] | Convertible Promissory Note Dated October 11, 2017 - The October 11, 2017 Note [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt instrument face amount | $ 103,500 | |||||||||||||
Proceeds from issuance of notes payable | $ 103,500 | |||||||||||||
Debt instrument interest rate | 5.00% | |||||||||||||
Debt instrument description | Payable upon demand, but in no event later than 36 months from the effective date. | |||||||||||||
Debt instrument carrying amount inclusive of accrued interest | 120,188 | |||||||||||||
Accrued interest | 16,688 | |||||||||||||
Bountiful Capital, LLC - A Company Related To Greg Boden, CFO Of The Company [Member] | Convertible Promissory Note Dated October 27, 2017 - The October 27, 2017 Note [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt instrument face amount | $ 106,000 | |||||||||||||
Proceeds from issuance of notes payable | $ 106,000 | |||||||||||||
Debt instrument interest rate | 5.00% | |||||||||||||
Debt instrument description | Payable upon demand, but in no event later than 36 months from the effective date. | |||||||||||||
Debt instrument carrying amount inclusive of accrued interest | 122,858 | |||||||||||||
Accrued interest | 16,858 | |||||||||||||
Bountiful Capital, LLC - A Company Related To Greg Boden, CFO Of The Company [Member] | Convertible Promissory Note Dated November 15, 2017 - The November 15, 2017 Note [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt instrument face amount | $ 62,000 | |||||||||||||
Proceeds from issuance of notes payable | $ 62,000 | |||||||||||||
Debt instrument interest rate | 5.00% | |||||||||||||
Debt instrument description | Payable upon demand, but in no event later than 36 months from the effective date. | |||||||||||||
Debt instrument carrying amount inclusive of accrued interest | 71,699 | |||||||||||||
Accrued interest | 9,699 | |||||||||||||
Bountiful Capital, LLC - A Company Related To Greg Boden, CFO Of The Company [Member] | Convertible Promissory Note Dated November 27, 2017 - The November 27, 2017 Note [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt instrument face amount | $ 106,000 | |||||||||||||
Proceeds from issuance of notes payable | $ 106,000 | |||||||||||||
Debt instrument interest rate | 5.00% | |||||||||||||
Debt instrument description | Payable upon demand, but in no event later than 36 months from the effective date. | |||||||||||||
Debt instrument carrying amount inclusive of accrued interest | 122,408 | |||||||||||||
Accrued interest | 16,408 | |||||||||||||
Bountiful Capital, LLC - A Company Related To Greg Boden, CFO Of The Company [Member] | Convertible Promissory Note Dated December 19, 2017 - The December 19, 2017 Note [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt instrument face amount | $ 42,000 | |||||||||||||
Proceeds from issuance of notes payable | $ 42,000 | |||||||||||||
Debt instrument interest rate | 5.00% | |||||||||||||
Debt instrument description | Payable upon demand, but in no event later than 36 months from the effective date. | |||||||||||||
Debt instrument carrying amount inclusive of accrued interest | 48,375 | |||||||||||||
Accrued interest | 6,375 | |||||||||||||
Bountiful Capital, LLC - A Company Related To Greg Boden, CFO Of The Company [Member] | Convertible Promissory Note Dated January 03, 2018 - The January 3, 2018 Note [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt instrument face amount | $ 49,000 | |||||||||||||
Proceeds from issuance of notes payable | $ 49,000 | |||||||||||||
Debt instrument interest rate | 5.00% | |||||||||||||
Debt instrument description | Payable upon demand, but in no event later than 36 months from the effective date. | |||||||||||||
Debt instrument carrying amount inclusive of accrued interest | 56,337 | |||||||||||||
Accrued interest | $ 7,337 |
Derivative Liabilities (Narrati
Derivative Liabilities (Narrative) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Debt discount | $ 270,607 | $ 60,274 |
Derivative Liabilities [Member] | ||
Loss on derivative liabilities | 0 | 0 |
Interest expenses | 37,387 | 31,168 |
Debt discount | 270,067 | 387,124 |
Accrued interest related to convertible notes | $ 0 | $ 57,964 |
Capital Stock (Narrative) (Deta
Capital Stock (Narrative) (Details) - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Payment of dividends | $ 23,452 | $ 24,142 | |
Series A Preferred Stock [Member] | |||
Preferred stock conversion terms | Each share of Series A Preferred stock is convertible into 10,000 shares of the Company's common stock. | ||
Preferred stock dividend terms | The holders of outstanding shares of Series A Preferred Stock are entitled to receive dividends, payable quarterly, out of any assets of the Corporation legally available therefor, at the rate of $8 per share annually, payable in preference and priority to any payment of any dividend on the common stock. As of December 31, 2020, the Company has 10,000 shares of Series A Preferred Stock outstanding. | ||
Payment of dividends | $ 20,000 | 20,000 | |
Dividend payable | $ 140,000 | ||
Series B Preferred Stock [Member] | |||
Preferred stock conversion terms | The Series B Preferred Stock is convertible into shares of fully paid and non-assessable shares of the Company's common stock by dividing the stated value by a conversion price of $0.004 per share. | ||
Preferred stock stated or face value per share | $ 100 | ||
Preferred stock voting rights | Series B Preferred Stock shall not be entitled to vote, as a separate class or otherwise, on any matter presented to the stockholders of the Company for their action or consideration at any meeting of stockholders of the Company | ||
Series C Preferred Stock [Member] | |||
Preferred stock conversion terms | The Series C Preferred Stock is convertible into shares of fully paid and non-assessable shares of the Company's common stock by dividing the stated value by a conversion price of $0.01 per share | ||
Preferred stock stated or face value per share | $ 100 | ||
Preferred stock voting rights | Series C Preferred Stock shall not be entitled to vote, as a separate class or otherwise, on any matter presented to the stockholders of the Company for their action or consideration at any meeting of stockholders of the Company. | ||
Series D Preferred Stock [Member] | |||
Preferred stock conversion terms | Each share of Series D Preferred Stock shall have a stated value of $100. The Series D Preferred Stock is convertible into common stock at a ratio of 2,500 shares of common stock per share of preferred stock, and pays a quarterly dividend, calculated as (1/90,000) x (5% of the Adjusted Gross Revenue) of the Company’s subsidiary Parscale Digital. | ||
Preferred stock stated or face value per share | $ 100 | ||
Preferred stock voting rights | Series D Preferred Stock shall not be entitled to vote, as a separate class or otherwise, on any matter presented to the stockholders of the Company for their action or consideration at any meeting of stockholders of the Company. | ||
Payment of dividends | $ 0 | $ 0 | |
Dividend payable | $ 237,753 | ||
Series E Preferred Stock [Member] | |||
Preferred stock conversion terms | The Series E Preferred Stock is convertible into shares of fully paid and non-assessable shares of the Company's common stock by dividing the stated value by a conversion price of $0.05 per share. | ||
Preferred stock stated or face value per share | $ 100 | ||
Preferred stock voting rights | Series E Preferred Stock shall not be entitled to vote, as a separate class or otherwise, on any matter presented to the stockholders of the Company for their action or consideration at any meeting of stockholders of the Company. | ||
Series F Preferred Stock [Member] | |||
Preferred stock conversion terms | The Series F Preferred Stock is not convertible into common stock. | ||
Preferred stock dividend terms | The holders of outstanding shares of Series F Preferred Stock are entitled to receive dividends, at the annual rate of 10%, payable monthly, payable in preference and priority to any payment of any dividend on the Company’s common stock. | ||
Preferred stock stated or face value per share | $ 25 | ||
Preferred stock voting rights | The Series F Preferred Stock does have voting rights, except as required by law and with respect to certain protective provisions set forth in the Certificate of Designation. | ||
Dividend payable | $ 615 | ||
Series G Preferred Stock [Member] | |||
Preferred stock conversion terms | The Series G Preferred Stock is convertible into shares of the Company's common stock in an amount determined by dividing the stated value by a conversion price of $0.0019 per share. | ||
Preferred stock stated or face value per share | $ 100 | ||
Preferred stock voting rights | The Series G Preferred Stock does not have voting rights except as required by law and with respect to certain protective provisions set forth in the Certificate of Designation of Series G Preferred Stock. |
Stock Options And Warrants (Nar
Stock Options And Warrants (Narrative) (Details) - USD ($) | Jun. 02, 2020 | Jan. 17, 2020 | Sep. 30, 2018 | Sep. 18, 2017 | Aug. 01, 2017 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Jan. 03, 2018 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Options exercise price | $ 0.0081 | $ 0.015 | |||||||
Stock options exercised | |||||||||
Non-Qualified Stock Options [Member] | Key Employee [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Total common stock shares could be issued under stock option plan | 10,000,000 | 20,000,000 | |||||||
Options exercise price | $ 0.01 | $ 0.04 | |||||||
Vesting period | 36 months | ||||||||
Expiration date | Aug. 1, 2022 | ||||||||
Stock options exercised | 3,324,201 | ||||||||
Non-Qualified Stock Options [Member] | Key Employee [Member] | Common Stock [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Shares issued for stock option exercise, shares | 1,233,509 | ||||||||
Non-Qualified Stock Options [Member] | Three Key Employees [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Total common stock shares could be issued under stock option plan | 1,800,000 | ||||||||
Options exercise price | $ 0.05 | ||||||||
Vesting period | 36 months | ||||||||
Expiration date | Sep. 18, 2022 | ||||||||
Stock options exercised | 1,200,000 | ||||||||
Shares issued for stock option exercise, shares | 600,000 | ||||||||
Non-Qualified Stock Options [Member] | Ten Key Employees [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Total common stock shares could be issued under stock option plan | 283,000,000 | ||||||||
Options exercise price | $ 0.0019 | ||||||||
Vesting period | 36 months | ||||||||
Expiration date | Jan. 17, 2025 | ||||||||
Non-Qualified Stock Options [Member] | Parscale Strategy, LLC - A Largest Customer Of Parscale Digital Owned By Mr.Brad Parscale, Director Of The Company [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Total common stock shares could be issued under stock option plan | 17,000,000 | ||||||||
Options exercise price | $ 0.0018 | ||||||||
Vesting period | 36 months | ||||||||
Expiration date | Jun. 2, 2025 | ||||||||
Stock Option [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Intrinsic value of the stock options | $ 1,366,650 | $ 0 | |||||||
Warrant [Member] | Consulting Agreement Related - Reg A+ offering [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Guranteed purchase of warrant | 10,912,852 | ||||||||
Warrants exercise price | $ 0.0067 | ||||||||
Warrants outstanding | 20,912,852 | 10,000,000 | |||||||
Warrant [Member] | Consulting Agreement Related - Reg A+ offering [Member] | Minimum [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Warrants exercise price | $ 0.005 | ||||||||
Warrant [Member] | Consulting Agreement Related - Reg A+ offering [Member] | Maximum [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Warrants exercise price | $ 0.0118 |
Related Parties (Narrative) (De
Related Parties (Narrative) (Details) - USD ($) | Jan. 17, 2020 | Aug. 28, 2019 | Aug. 20, 2019 | Jul. 23, 2019 | Feb. 02, 2018 | Jan. 30, 2018 | Jan. 03, 2018 | Dec. 19, 2017 | Nov. 30, 2017 | Nov. 27, 2017 | Nov. 15, 2017 | Oct. 27, 2017 | Oct. 11, 2017 | Sep. 28, 2017 | Aug. 28, 2017 | Aug. 16, 2017 | Aug. 03, 2017 | Jul. 31, 2017 | Jul. 30, 2017 | Jul. 14, 2017 | Jul. 10, 2017 | Jun. 29, 2017 | Jun. 14, 2017 | May 30, 2017 | May 16, 2017 | Jan. 12, 2016 | Oct. 31, 2016 | Apr. 30, 2016 | Dec. 31, 2020 | Dec. 31, 2019 |
Related Party Transaction [Line Items] | ||||||||||||||||||||||||||||||
Proceeds from related party loans | $ 53,500 | |||||||||||||||||||||||||||||
Debt conversion converted instrument amount | 291,940 | 321,265 | ||||||||||||||||||||||||||||
Notes payable, related party | 792,235 | 1,018,524 | ||||||||||||||||||||||||||||
Revenue from providing services to Parscale strategy | 3,640 | 267,575 | ||||||||||||||||||||||||||||
Accounts receivable from related parties | 2,876 | |||||||||||||||||||||||||||||
Accounts payable - Parscale strategy | 10,517 | 41,738 | ||||||||||||||||||||||||||||
Bountiful Capital, LLC - A Company Related To Greg Boden, CFO Of The Company [Member] | Unsecured Promissory Notes - The Bountiful Notes [Member] | ||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||||||||
Proceeds from related party loans | $ 18,500 | $ 10,000 | $ 25,000 | $ 85,000 | $ 72,000 | $ 49,000 | $ 42,000 | $ 30,000 | $ 106,000 | $ 62,000 | $ 106,000 | $ 103,500 | $ 63,600 | $ 92,000 | $ 34,000 | $ 25,000 | $ 53,500 | $ 50,500 | $ 105,000 | $ 23,500 | $ 26,000 | $ 46,000 | $ 38,000 | $ 100,000 | $ 500,000 | $ 500,000 | ||||
Bountiful Capital, LLC - A Company Related To Greg Boden, CFO Of The Company [Member] | Unsecured Promissory Notes - The Bountiful Notes [Member] | Series C Preferred Stock [Member] | ||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||||||||
Debt conversion converted instrument amount | $ 1,442,500 | |||||||||||||||||||||||||||||
Accrued interest portion of debt converted | $ 43,414 | |||||||||||||||||||||||||||||
Debt converted in shares, shares | 14,425 | |||||||||||||||||||||||||||||
Bountiful Capital, LLC - A Company Related To Greg Boden, CFO Of The Company [Member] | Unsecured Promissory Notes - The Bountiful Notes [Member] | Series G Preferred Stock [Member] | ||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||||||||
Debt conversion converted instrument amount | $ 240,500 | |||||||||||||||||||||||||||||
Accrued interest portion of debt converted | $ 19,758 | |||||||||||||||||||||||||||||
Debt converted in shares, shares | 2,597 | |||||||||||||||||||||||||||||
Bountiful Capital, LLC - A Company Related To Greg Boden, CFO Of The Company [Member] | Promissory Notes [Member] | ||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||||||||
Notes payable, related party | 792,235 | 1,018,524 | ||||||||||||||||||||||||||||
Parscale Strategy, LLC - A Largest Customer Of Parscale Digital Owned By Mr.Brad Parscale, Director Of The Company [Member] | ||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||||||||
Revenue from providing services to Parscale strategy | 3,640 | 194,492 | ||||||||||||||||||||||||||||
Accounts receivable from related parties | 0 | $ 5,417 | ||||||||||||||||||||||||||||
Relative Of A Shareholder [Member] | Fiscal Year 2019 Note [Member] | ||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||||||||
Debt instrument face amount | $ 183,884 | |||||||||||||||||||||||||||||
Debt instrument interest rate | 5.00% |
Concentrations (Narrative) (Det
Concentrations (Narrative) (Details) - Number | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Total Revenue [Member] | Two Major Customers [Member] | ||
Concentration Risk [Line Items] | ||
Customer concentration percentage | 34.00% | 22.00% |
Number of customer | 3 | 3 |
Total Revenue [Member] | One Major Customer [Member] | ||
Concentration Risk [Line Items] | ||
Customer concentration percentage | 34.00% | 22.00% |
Number of customer | 1 | 1 |
Accounts Receivable [Member] | Two Customers [Member] | ||
Concentration Risk [Line Items] | ||
Customer concentration percentage | 32.00% | 35.00% |
Number of customer | 2 | 2 |
Accounts Receivable [Member] | Two And Two Customers [Member] | ||
Concentration Risk [Line Items] | ||
Customer concentration percentage | 32.00% | 35.00% |
Number of customer | 2 | 2 |
Commitments and Contingencies_6
Commitments and Contingencies (Narrative) (Details) - USD ($) | Aug. 01, 2017 | May 21, 2014 | Dec. 31, 2020 | Dec. 31, 2019 |
Other Commitments [Line Items] | ||||
Operating lease, right of use assets | $ 171,549 | $ 266,758 | ||
Operating lease, right of use liability | 171,548 | 266,758 | ||
Total operating lease expenses | 155,119 | 190,860 | ||
Lease Agreements With Giles-Parscale, Inc., Commenced On August 01, 2017 [Member] | Bureau, Inc., - Wholly Owned By Jill Giles, An Employee Of The Company [Member] | Parscale Digital [Member] | ||||
Other Commitments [Line Items] | ||||
Operating lease terms | On August 1, 2017, Parscale Digital signed a lease agreement with Bureau, Inc., a related party, which commenced on August 1, 2017, for approximately 8,290 square feet, at 321 Sixth Street, San Antonio, TX 78215, for $9,800 per month, plus a pro rata share of the common building expenses. The lease expires on July 31, 2022 | |||
Operating lease, right of use assets | 171,549 | |||
Operating lease, right of use liability | 171,549 | |||
Monthly rent | $ 9,800 | |||
Lease expiration date | Jul. 31, 2022 | |||
Settlement With A Prior Landlord [Member] | ||||
Other Commitments [Line Items] | ||||
Total amount due in settlement with landlord | $ 227,052 | |||
Committed amount in settlement with landlord | 40,250 | |||
Monthly payment of committed amount in settlement | $ 350 | |||
Description of settlement terms with landlord | Upon payment of $40,250, the Company will record a gain on extinguishment of debt of $186,802. | |||
Outstanding amount owed with related to settlement agreement | $ 12,600 | 16,800 | ||
Capital Lease Agreement For Use Of Office Equipment And Furniture [Member] | Parscale Strategy, LLC - A Largest Customer Of Parscale Digital Owned By Mr.Brad Parscale, Director Of The Company [Member] | Parscale Digital [Member] | ||||
Other Commitments [Line Items] | ||||
Capital lease terms | On August 1, 2017, Parscale Digital signed a lease agreement with Parscale Strategy, a related party, for the use of office equipment and furniture. The lease provides for a term of thirty-six (36) months, at a monthly payment of $3,000, and an option to purchase all items at the end of the lease for one dollar. It is certain that the Company will exercise this purchase option. We have evaluated this lease in accordance with ASC 840-30 and determined that it meets the definition of a finance lease. | |||
Lease period | 36 months | |||
Monthly capital lease payment | $ 3,000 | |||
Supplemental Non Cash Financing Activities [Member] | ROU Operating Leases [Member | ||||
Other Commitments [Line Items] | ||||
Operating lease terms | Our leases have remaining lease terms of 1 year to 3 years, some of which include options to extend the lease term for up to an undetermined number of years. | |||
Operating lease, right of use assets | 266,758 | |||
Operating lease, right of use liability | $ 266,758 |
Supplemental Statement Of Cas_5
Supplemental Statement Of Cash Flows Information (Narrative) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Other Significant Noncash Transactions [Line Items] | ||
Right-use-of-assets | $ 171,549 | $ 266,758 |
Right-of-use liability | 171,548 | 266,758 |
Supplemental Non Cash Financing Activities [Member] | ||
Other Significant Noncash Transactions [Line Items] | ||
Reduction to derivative liability | 287,668 | |
Discount on convertible notes and derivative liability | 127,273 | 467,019 |
Supplemental Non Cash Financing Activities [Member] | ROU Operating Leases [Member | ||
Other Significant Noncash Transactions [Line Items] | ||
Increase in ROU assets | 95,209 | 398,506 |
Increase in operating lease liability | 95,209 | 398,506 |
Right-use-of-assets | 266,758 | |
Right-of-use liability | $ 266,758 | |
Supplemental Non Cash Financing Activities [Member] | Convertible Promissory Note [Member] | Common Stock [Member] | ||
Other Significant Noncash Transactions [Line Items] | ||
Debt conversion original debt amount | $ 291,940 | |
Debt conversion converted instrument, shares | 226,300,034 | |
Reduction to derivative liability | $ 339,105 |
Income Taxes (Narrative) (Detai
Income Taxes (Narrative) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Taxes Narrative | ||
Effective income tax rate | 21.00% | 21.00% |
Net operating loss carryforward | $ 16,322,673 | |
Operating loss carryforward limitations on use | The Company has no uncertain tax positions |
Subsequent Events (Narrative) (
Subsequent Events (Narrative) (Details) - USD ($) | Mar. 05, 2021 | Feb. 19, 2021 | Feb. 04, 2021 | Jan. 28, 2021 | Jan. 22, 2021 | Jan. 15, 2021 | Jan. 05, 2021 | Mar. 18, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Feb. 18, 2021 |
Subsequent Event [Line Items] | |||||||||||
Options exercise price | $ 0.0081 | $ 0.015 | |||||||||
Proceeds from related party loans | $ 53,500 | ||||||||||
Proceeds from issuance of notes payable | $ 1,530,680 | $ 541,000 | |||||||||
Purchase of common stock | 683,940,104 | 419,638,507 | |||||||||
Subsequent Event [Member] | Securities Purchase Agreement With An Accredited Investor [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Sale of aggregate shares of common stock | 85,000,000 | ||||||||||
Warrants exercise price | $ 0.001 | ||||||||||
Securities purchase agreement description | The Company entered into a securities purchase agreement with an accredited investor for the purchase and sale of an aggregate of 85,000,000 shares of common stock (the “Shares”), (ii) pre-funded warrants to purchase up to 57,857,143 shares of common stock (the “Pre-funded Warrants), and (iii) warrants to purchase up to 142,857,143 shares of common stock (the “Common Warrants,” and together with the Pre-Funded Warrants, the “Warrants”), in a registered direct offering at a purchase price of $0.07 per Share and Common Warrant, or $0.069 per Pre-Funded Warrant and Common Warrant. The Common Warrants will be exercisable for a period of five years commencing upon issuance, at an exercise price of $0.07 per share, subject to certain adjustments set forth therein. The Pre-funded Warrants will be exercisable commencing upon issuance and expiring upon the exercise of the Pre-funded Warrants in full, at an exercise price of $0.001 per share, subject to certain adjustments set forth therein | ||||||||||
Proceeds from accredited investor | $ 10,000,000 | ||||||||||
Subsequent Event [Member] | Amended Purchase Agreement With An Accredited Investor [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Purchase of common stock | 28,571,421 | ||||||||||
Securities purchase agreement description | No other changes to the Common Warrants or other terms of the Purchase Agreement were made. | ||||||||||
Subsequent Event [Member] | Amended Purchase Agreement With An Accredited Investor [Member] | Minimum [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Warrants exercise price | $ 0.07 | ||||||||||
Subsequent Event [Member] | Amended Purchase Agreement With An Accredited Investor [Member] | Maximum [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Warrants exercise price | $ 0.0454 | ||||||||||
Subsequent Event [Member] | Common Stock [Member] | 2020 Equity Incentive Plan [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Total common stock shares could be issued under stock option plan | 200,000,000 | ||||||||||
Vesting option description | the Company adopted the CloudCommerce, Inc. 2020 Equity Incentive Plan (the “Stock Plan”). The Stock Plan will be used as incentive for directors, executive officers, and employees of and key consultants to the Company. Pursuant to the Stock Plan, the Company may issue 200,000,000 shares of common stock. The plan is administered by the Company’s Board of Directors | ||||||||||
Issuance of stock option plan | 200,000,000 | ||||||||||
Description of stock option plan | the Company adopted the CloudCommerce, Inc. 2020 Equity Incentive Plan (the “Stock Plan”). The Stock Plan will be used as incentive for directors, executive officers, and employees of and key consultants to the Company. Pursuant to the Stock Plan, the Company may issue 200,000,000 shares of common stock. The plan is administered by the Company’s Board of Directors | ||||||||||
Subsequent Event [Member] | Convertible Promissory Note [Member] | Common Stock [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Debt conversion original debt amount | $ 183,130 | ||||||||||
Debt conversion converted instrument, shares | 18,313,074 | ||||||||||
Debt instrument description | The Company filed form S-3 to offer up to $100,000,000 worth of our stock to accredited investors. The offering became effective on February 16, 2021 | ||||||||||
Subsequent Event [Member] | Unsecured Promissory Notes - The Bountiful Notes [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Debt instrument description | The Investor is a related party. The chief financial officer of the Company, Greg Boden, is also the president of Bountiful Capital, LLC. The Promissory Note bears interest at a rate of 5% per year and is not convertible into shares of common stock of the Company. Principal and interest under the Promissory Note are due and payable upon maturity on January 28, 2022. The Promissory Note also enumerates certain customary events of default, which include failure to pay principal and interest, insolvency, and bankruptcy | ||||||||||
Debt instrument face amount | $ 840,000 | ||||||||||
Proceeds from related party loans | $ 840,000 | ||||||||||
Debt instrument interest rate | 5.00% | ||||||||||
Debt instrument maturity date | Jan. 28, 2022 | ||||||||||
Subsequent Event [Member] | Convertible Promissory Note Dated February 04, 2021 [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Debt instrument description | The Note has a five-year term, bears interest at the rate of 1.00% per annum, and may be prepaid at any time without payment of any premium. No payments of principal or interest are due during the six-month period beginning on the date of the Note (the “Deferral Period”). The principal and accrued interest under the Note is forgivable after eight weeks if the Company uses the PPP2 Loan proceeds for eligible purposes, including payroll, benefits, rent and utilities, and otherwise complies with PPP2 requirements. In order to obtain forgiveness of the PPP2 Loan, the Company must submit a request and provide satisfactory documentation regarding its compliance with applicable requirements. The Company must repay any unforgiven principal amount of the Note, with interest, on a monthly basis following the Deferral Period. The Company intends to use the proceeds of the PPP2 Loan for eligible purposes and to pursue forgiveness, although the Company may take action that could cause some or all of the PPP Loan to become ineligible for forgiveness. No assurance is provided that forgiveness for all or any portion of the PPP2 Loan will be obtained. The Note contains customary events of default relating to, among other things, payment defaults and breaches of representations, warranties or covenants. The occurrence of an event of default may result in the repayment of all amounts outstanding, collection of all amounts owing from the Company, or filing suit and obtaining judgment against the Company | ||||||||||
Debt instrument interest rate | 1.00% | ||||||||||
Proceeds from issuance of notes payable | $ 780,680 | ||||||||||
Subsequent Event [Member] | Stock Option [Member] | Six Key Employee And Three Directors [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Total common stock shares could be issued under stock option plan | 368,000,000 | ||||||||||
Options exercise price | $ 0.0068 | ||||||||||
Vesting period | 36 months | ||||||||||
Expiration date | Jan. 5, 2026 | ||||||||||
Vesting option description | These options allow the optionee to exercise on a cashless basis, resulting in no cash payment to the Company upon exercise, anytime after January 5, 2022. | ||||||||||
Issuance of stock option plan | 368,000,000 | ||||||||||
Description of stock option plan | These options allow the optionee to exercise on a cashless basis, resulting in no cash payment to the Company upon exercise, anytime after January 5, 2022. | ||||||||||
Subsequent Event [Member] | Pre-funded Warrants [Member] | Securities Purchase Agreement With An Accredited Investor [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Purchase of common stock | 57,857,143 | ||||||||||
Warrants exercise price | $ 0.069 | ||||||||||
Subsequent Event [Member] | Common Warrants [Member] | Securities Purchase Agreement With An Accredited Investor [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Purchase of common stock | 142,857,143 | ||||||||||
Warrants exercise price | $ 0.07 |