Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2021 | May 14, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2021 | |
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 Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 984,952,653 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2021 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
CURRENT ASSETS | ||
Cash | $ 5,994,243 | $ 10,538 |
Accounts receivable, net | 796,191 | 343,359 |
Prepaid and other current Assets | 35,200 | 30,430 |
TOTAL CURRENT ASSETS | 6,825,634 | 384,327 |
PROPERTY & EQUIPMENT, net | 56,035 | 55,682 |
RIGHT-OF-USE ASSETS | 146,227 | 171,549 |
OTHER ASSETS | ||
Lease deposit | 9,800 | 9,800 |
Goodwill and other intangible assets, net | 26,410 | 26,582 |
TOTAL OTHER ASSETS | 36,210 | 36,382 |
TOTAL ASSETS | 7,064,106 | 647,940 |
CURRENT LIABILITIES | ||
Accounts payable | 823,100 | 1,575,880 |
Accounts payable, related party | 10,517 | 10,517 |
Accrued expenses | 235,513 | 648,273 |
Operating lease liability | 146,227 | 171,548 |
Lines of credit | 379,797 | |
Deferred revenue and customer deposit | 921,092 | 841,290 |
Convertible notes and interest payable, current, net | 183,884 | |
Notes payable | 565,008 | |
Notes payable, related parties | 800,657 | 792,235 |
TOTAL CURRENT LIABILITIES | 2,937,106 | 5,168,432 |
LONG TERM LIABILITIES | ||
Accrued expenses, long term | 194,503 | 195,553 |
TOTAL LONG TERM LIABILITIES | 194,503 | 195,553 |
TOTAL LIABILITIES | 3,131,609 | 5,363,985 |
SHAREHOLDERS' EQUITY (EQUITY) | ||
Preferred stock, $0.001 par value; 5,000,000 Authorized shares: Series A Preferred stock; 10,000 authorized, zero and 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 | 138 | 147 |
Common stock, $0.001 par value; 2,000,000,000 authorized shares; 924,338,167 and 683,940,104 shares issued and outstanding, respectively | 924,347 | 683,949 |
Additional paid in capital | 50,401,311 | 31,486,837 |
Accumulated deficit | (47,393,299) | (36,886,978) |
TOTAL SHAREHOLDERS' EQUITY (DEFICIT) | 3,932,497 | (4,716,045) |
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT) | 7,064,106 | 647,940 |
Series A Preferred Stock [Member] | ||
SHAREHOLDERS' EQUITY (EQUITY) | ||
Preferred stock, $0.001 par value; 5,000,000 Authorized shares: Series A Preferred stock; 10,000 authorized, zero and 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 | |
TOTAL SHAREHOLDERS' EQUITY (DEFICIT) | 10 | |
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT) | 10 | |
Series B Preferred Stock [Member] | ||
SHAREHOLDERS' EQUITY (EQUITY) | ||
Preferred stock, $0.001 par value; 5,000,000 Authorized shares: Series A Preferred stock; 10,000 authorized, zero and 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 (DEFICIT) | 18 | 18 |
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT) | 18 | 18 |
Series C Preferred Stock [Member] | ||
SHAREHOLDERS' EQUITY (EQUITY) | ||
Preferred stock, $0.001 par value; 5,000,000 Authorized shares: Series A Preferred stock; 10,000 authorized, zero and 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 (DEFICIT) | 14 | 14 |
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT) | 14 | 14 |
Series D Preferred Stock [Member] | ||
SHAREHOLDERS' EQUITY (EQUITY) | ||
Preferred stock, $0.001 par value; 5,000,000 Authorized shares: Series A Preferred stock; 10,000 authorized, zero and 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 (DEFICIT) | 90 | 90 |
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT) | 90 | 90 |
Series E Preferred Stock [Member] | ||
SHAREHOLDERS' EQUITY (EQUITY) | ||
Preferred stock, $0.001 par value; 5,000,000 Authorized shares: Series A Preferred stock; 10,000 authorized, zero and 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 (DEFICIT) | 10 | 10 |
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT) | 10 | 10 |
Series F Preferred Stock [Member] | ||
SHAREHOLDERS' EQUITY (EQUITY) | ||
Preferred stock, $0.001 par value; 5,000,000 Authorized shares: Series A Preferred stock; 10,000 authorized, zero and 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 | 2 |
TOTAL SHAREHOLDERS' EQUITY (DEFICIT) | 2 | 2 |
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT) | 2 | 2 |
Series G Preferred Stock [Member] | ||
SHAREHOLDERS' EQUITY (EQUITY) | ||
Preferred stock, $0.001 par value; 5,000,000 Authorized shares: Series A Preferred stock; 10,000 authorized, zero and 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 | 3 |
TOTAL SHAREHOLDERS' EQUITY (DEFICIT) | 3 | 3 |
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT) | 3 | 3 |
Series H Preferred Stock [Member] | ||
SHAREHOLDERS' EQUITY (EQUITY) | ||
Preferred stock, $0.001 par value; 5,000,000 Authorized shares: Series A Preferred stock; 10,000 authorized, zero and 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 | 1 | |
TOTAL SHAREHOLDERS' EQUITY (DEFICIT) | 1 | |
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT) | $ 1 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 |
Preferred stock, par value per share | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 148,400 | 147,460 |
Preferred stock, shares outstanding | 148,400 | 147,460 |
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 | 924,338,167 | 683,940,104 |
Common stock, shares outstanding | 924,338,167 | 683,940,104 |
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 | 2,353 | 2,413 |
Preferred stock, shares outstanding | 2,353 | 2,413 |
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 | 2,597 |
Preferred stock, shares outstanding | 2,597 | 2,597 |
Series H Preferred Stock [Member] | ||
Preferred stock, par value per share | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 1,000 | 1,000 |
Preferred stock, shares issued | 1,000 | 0 |
Preferred stock, shares outstanding | 1,000 | 0 |
Condensed Consolidated Statemen
Condensed Consolidated Statements Of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Income Statement [Abstract] | ||
REVENUE | $ 1,624,520 | $ 3,200,767 |
REVENUE - related party | 3,640 | |
TOTAL REVENUE | 1,624,520 | 3,204,407 |
COST OF REVENUE | 970,383 | 2,263,999 |
Gross Profit | 654,137 | 940,408 |
OPERATING EXPENSES | ||
Salaries and outside services | 1,427,099 | 678,991 |
Selling, general and administrative expenses | 1,455,970 | 457,735 |
Depreciation and amortization | 10,749 | 31,829 |
TOTAL OPERATING EXPENSES | 2,893,818 | 1,168,555 |
LOSS FROM OPERATIONS BEFORE OTHER INCOME AND TAXES | (2,239,681) | (228,147) |
OTHER INCOME (EXPENSE) | ||
Other expense | (5,000,000) | |
Gain (loss) on extinguishment of debt | 27,411 | |
Gain (loss) forgiveness of PPP Loan | 780,680 | |
Gain (loss) on changes in derivative liability | 287,571 | |
Interest expense | 4,074,731 | 188,244 |
TOTAL OTHER INCOME (EXPENSE) | (8,266,640) | 99,327 |
LOSS FROM OPERATIONS BEFORE PROVISION FOR TAXES | (10,506,321) | (128,820) |
PROVISION (BENEFIT) FOR INCOME TAXES | ||
NET LOSS | (10,506,321) | (128,820) |
PREFERRED DIVIDENDS | 10,116 | 29,498 |
NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS | $ (10,516,437) | $ (158,318) |
NET LOSS PER SHARE | ||
BASIC | $ (0.01) | |
DILUTED | $ (0.01) | |
WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING | ||
BASIC | 802,164,932 | 454,821,804 |
DILUTED | 802,164,932 | 454,821,804 |
Condensed Consolidated Statem_2
Condensed Consolidated Statement Of Shareholders' Equity (Unaudited) - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Total |
Balance Preferred Stock, shares at Dec. 31, 2019 | 142,450 | ||||
Balance Common Stock, shares at Dec. 31, 2019 | 419,638,507 | ||||
Balance, value at Dec. 31, 2019 | $ 142 | $ 419,648 | $ 30,088,492 | $ (35,616,328) | $ (5,108,046) |
Exchange debt-for-equity, shares | 2,597 | ||||
Exchange debt-for-equity, value | $ 3 | 259,695 | 259,698 | ||
Conversion of convertible note, shares | 78,857,470 | ||||
Conversion of convertible note, value | $ 78,857 | 10,165 | 89,022 | ||
Series A preferred stock dividend declared ($2.00 per share) | (20,000) | (20,000) | |||
Series D preferred stock dividend declared ($0.10 per share) | (9,025) | (9,025) | |||
Series F preferred stock dividend declared ($0.28 per share) | (473) | (473) | |||
Stock based compensation | 111,248 | 111,248 | |||
Derivative settlement | 80,357 | 80,357 | |||
Other - RegA Investor Funds, shares | 1,391 | ||||
Other - RegA Investor Funds, value | $ 1 | 34,774 | $ 34,775 | ||
Stock option exercises, shares | |||||
Net loss | (128,820) | $ (128,820) | |||
Balance Preferred Stock, shares at Mar. 31, 2020 | 146,438 | ||||
Balance Common Stock, shares at Mar. 31, 2020 | 498,495,977 | ||||
Balance, value at Mar. 31, 2020 | $ 146 | $ 498,505 | 30,555,233 | (35,745,148) | $ (4,691,264) |
Balance Preferred Stock, shares at Dec. 31, 2020 | 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) |
Conversion of convertible note, shares | 18,313,074 | ||||
Conversion of convertible note, value | $ 18,313 | 164,818 | 183,131 | ||
Stock based compensation | 238,634 | 238,634 | |||
Derivative settlement | |||||
Other - RegA Investor Funds, shares | (100) | ||||
Other - RegA Investor Funds, value | (2,500) | (2,500) | |||
Stock issuances to lenders, shares | 110,000,000 | ||||
Stock issuances to lenders, value | $ 110,000 | 12,652,143 | 12,762,143 | ||
Series A preferred stock dividend declared ($0.86 per share) | (8,604) | (8,604) | |||
Series F preferred stock dividend declared ($0.67 per share) | (1,512) | $ (1,512) | |||
Stock option exercises, shares | 3,528,955 | 10,442,467 | |||
Stock option exercises, value | $ 3,529 | (3,529) | |||
Preferred stock conversion, shares | (10,000) | 100,000,000 | |||
Preferred stock conversion, value | $ (10) | $ 100,000 | (99,990) | ||
Warrant issuance | 983,571 | 983,571 | |||
Warrant exercise, shares | 8,556,034 | ||||
Warrant exercise, value | $ 8,556 | (8,556) | |||
Issuance of Series H Preferred stock, shares | 1,000 | ||||
Issuance of Series H Preferred stock, value | $ 1 | 4,999,999 | 5,000,000 | ||
Net loss | (10,506,321) | $ (10,506,321) | |||
Balance Preferred Stock, shares at Mar. 31, 2021 | 138,360 | ||||
Balance Common Stock, shares at Mar. 31, 2021 | 924,338,167 | 924,338,167 | |||
Balance, value at Mar. 31, 2021 | $ 138 | $ 924,347 | $ 50,401,311 | $ (47,393,299) | $ 3,932,497 |
Condensed Consolidated Statem_3
Condensed Consolidated Statement Of Shareholders' Equity (Parenthetical) - $ / shares | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Series A Preferred Stock [Member] | ||
Preferred stock dividend declared, price per share | $ 0.86 | $ 2 |
Series F Preferred Stock [Member] | ||
Preferred stock dividend declared, price per share | $ 0.67 | 0.28 |
Series D Preferred Stock [Member] | ||
Preferred stock dividend declared, price per share | $ 0.10 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements Of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (10,506,321) | $ (128,820) |
Adjustment to reconcile net loss to net cash (used in) operating activities | ||
Bad debt expense | 627 | 5,980 |
Depreciation and amortization | 10,749 | 31,829 |
Finance charge, related party | 2,820,000 | |
Gain on settlemet of debt | 27,411 | |
Gain on forgiveness of PPP loan | 780,680 | |
Non-cash compensation expense | 238,634 | 111,248 |
Non-cash service expense | 983,571 | |
Issuance of Series H Pref to employee | 5,000,000 | |
(Gain)/loss on derivative liability valuation | (287,571) | |
Derivative expense | 103,674 | |
(Increase) Decrease in: | ||
Accounts receivable | 453,459 | 552,160 |
Prepaid expenses and other assets | 4,770 | (19,049) |
Costs in excess of billings | 129,040 | |
Accounts payable | (730,478) | 196,604 |
Accrued expenses | (165,811) | 58,955 |
Customer Deposits | 79,802 | (576,954) |
NET CASH USED IN OPERATING ACTIVITIES | (3,535,547) | (1,147,206) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Cash paid for purchase of fixed assets | 10,930 | |
NET CASH USED IN INVESTING ACTIVITIES | (10,930) | |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Payments on capital lease obligation | 8,778 | |
Payment of dividend | 259,121 | |
Proceeds of issuance of common stock | 9,942,143 | |
Proceeds (payments) on line of credit, net | (366,012) | 336,892 |
Proceeds (payments) of preferred stock | (2,500) | 34,775 |
Principal payments on debt, third party | (565,008) | |
Proceeds from PPP loan | 780,680 | |
Principal payments on term loan | 8,917 | |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 9,530,182 | 353,972 |
NET INCREASE / (DECREASE) IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH | 5,983,705 | (793,234) |
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH AT BEGINNING OF PERIOD | 10,538 | 819,328 |
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH AT END OF PERIOD | 5,994,243 | 26,094 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION | ||
Interest paid | 285,293 | 75,367 |
Taxes paid | ||
Non-cash financing activities: | ||
Conversion of notes payable to common stock | 183,131 | 89,022 |
Exchange of Debt-to-Equity (Preferred) | 259,698 | |
Derivative settlement | 80,357 | |
Right of use assets | 25,322 | 22,921 |
Derivative discount | 87,816 | |
Conversion of preferred to common stock | 100,000 | |
Exercise of stock options | 3,529 | |
Exercise of warrants | $ 8,556 |
Basis Of Presentation
Basis Of Presentation | 3 Months Ended |
Mar. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | 1. BASIS OF PRESENTATION The accompanying unaudited Consolidated Financial Statements of CloudCommerce, Inc. (“CloudCommerce,” “we,” “us,” “our,” or the “Company”) and its wholly-owned subsidiaries prepared in accordance with the instructions to interim financial reporting as prescribed by the Securities and Exchange Commission (the “SEC”) The results for the interim periods are not necessarily indicative of results for the entire year. the unaudited Consolidated Financial Statements contained in this report include all known accruals and adjustments necessary for a fair presentation of the financial position, results of operations, and cash flows for the periods reported herein. Any such adjustments are of a normal recurring nature There were various updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to have a material impact on the Company's consolidated financial position, results of operations or cash flows. 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 Consolidated Financial Statements do not reflect any adjustments that might result if the Company is unable to continue as a going concern. The Company does not generate significant revenue, 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, raising additional capital. Historically, the Company has obtained funds from investors since its inception through sales of our securities. The Company will also seek to generate additional working capital from increasing sales from its data sciences, creative, website development and digital advertising service offerings, and continue to pursue its business plan and purposes. |
Summary Of Significant Accounti
Summary Of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2021 | |
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 Consolidated Financial Statements. The Consolidated 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 Consolidated Financial Statements. The Consolidated Financial Statements include the Company and its wholly owned subsidiaries CLWD Operations, Inc a Delaware corporation (“CLWD Operations”), Parscale Digital, Inc., a Nevada corporation (“Parscale Digital”), WebTegrity, Inc., a Nevada corporation (“WebTegrity”), Data Propria, Inc., a Nevada corporation (“Data Propria”), Giles Design Bureau, Inc., a Nevada corporation (“Giles Design Bureau”), and aiAdvertising, Inc., a Nevada Corporation (“aiAdvertising”). 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 quarter ended March 31, 2021 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 contractual 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 March 31, 2021 and December 31, 2020 are $1,369 and $742 respectively. 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 renewed automatically for another twelve months. The proceeds from the facility were 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 had a first priority security interest in CLWD Operations’ assets, and therefore, we would have needed to obtain such third-party lender’s written consent to obligate CLWD Operations’ further or pledge its 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 was 0.05% of the daily balance. This borrowing facility had an expiration date of January 14, 2021 and was not renewed. As of March 31, 2021 , the balance due from this arrangement was zero. On October 19, 2017, Parscale Digital 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 $500,000. The proceeds from the facility were determined by the amounts we invoice our customers. The Company evaluated this facility in accordance with ASC 860, classifying it as a secured borrowing arrangement. We record the amounts due from customers in accounts receivable and the amount due to the third party as a liability, presented as a “Lines of credit” on the Balance Sheet. During the term of this facility, the third-party lender had a first priority security interest in Parscale Digital, and therefore, we would have needed to obtain such third-party lender’s written consent to obligate Parscale Digital further or pledge its assets against additional borrowing facilities. The cost of this secured borrowing facility was 0.05% of the daily balance. 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 March 31, 2021 , the balance due from this arrangement was zero. On August 2, 2018, Giles Design Bureau, WebTegrity, and Data Propria entered into 12-month agreements wherein amounts due from our customers were pledged to a third-party, 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 were determined by the amounts we invoice our customers. We evaluated these facilities in accordance with ASC 860, classifying as secured borrowing arrangements. 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 had a first priority security interest in the respective entities, and, therefore, we would have needed to obtain such third-party lender’s written consent to obligate the entities further or pledge our assets against additional borrowing facilities. The cost of this secured borrowing facilities was 0.056%, 0.056% and 0.049%, respectively, of the daily balance. These three borrowing facilities had an expiration date of August 22, 2020 and were not renewed. As of March 31, 2021, the combined balance due from these arrangement 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. As of March 31, 2021, the Company held cash and cash equivalents in the amount of $5,994,243, which was held in the Company’s operating bank accounts. Of this amount, none was held in any one account, in amounts exceeding the FDIC insured limit of $250,000. 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: Furniture, fixtures & equipment 7 Years Computer equipment 5 Years Commerce server 5 Years Computer software 3 - 5 Years Leasehold improvements Length of the lease Depreciation expenses were $10,577 and $10,175 for the three months ended March 31, 2021 and 2020, respectively. 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 our 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 on the balance sheet as 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 March 31, 2021, and December 31, 2020 were $921,092 and $841,290, respectively. The costs in excess of billings as of March 31, 2021 and December 31, 2020 was zero and zero, respectively. 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 them by assessing the situation on a case-by-case basis and determining if any discounts can be given. Historically, we have not granted any significant discounts. 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 of ASC 606-10-55-39, that the amounts classified as reimbursable costs should be recorded as gross revenue, 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 discretion in establishing price; and ● We have discretion in supplier selection. Research and Development Research and development costs are expensed as incurred. Total research and development costs were zero for the three months ended March 31, 2021 and 2020. Advertising Costs The Company expenses the cost of advertising and promotional materials when incurred. Total advertising costs were $21,143 and $65,428 for the three months ended March 31, 2021 and 2020, 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 March 31, 2021 and December 31, 2020, 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 nine-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 1 measurements) 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. 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 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 we believe 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 a two-step approach to determine whether it is more likely than not that impairment exists. If it is determined, after step one, that it is not more likely than not, that impairment exists, then no further analysis is conducted. 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 offerings, or obsolescence could adversely affect the Company or its reporting units. We understand that the markets we serve are constantly changing, requiring us to change with them. 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 conducted an impairment assessment 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: March 31, 2021 Parscale Digital WebTegrity CloudCommerce Total Customer list — — — — Non-compete agreement — — — — Domain name and trademark — — 26,410 26,410 Brand name — — — — Goodwill — — — — Customer list — — — — December 31, 2020 Parscale Digital WebTegrity CloudCommerce Total Customer list — — — — Non-compete agreement — — — — Domain name and trademark — — 26,582 26,582 Brand name — — — — Goodwill — — — — Customer list — — — — 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. 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 March 31, 2021, the Company held cash and cash equivalents in the amount of $5,994,243, which was held in the operating bank accounts. Of this amount, none was held in any one account, in amounts 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 three months ended March 31, 2021, included compensation expense for the stock-based payment awards granted prior to, but not yet vested, as of March 31, 2021 based on the grant date fair value estimated. Stock-based compensation expense recognized in the consolidated statement of operations for the three months ended March 31, 2021 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 three months ended March 31, 2021 and 2020 were $238,634 and $111,248, 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 three months ended March 31, 2021, the Company has excluded 265,946,572 shares of common stock underlying options, 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 250,912,853 shares of common stock underlying warrants, because their impact on the loss per share is anti-dilutive. For the three months ended March 31, 2020, the Company has excluded 1,006,587 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, 2,597 Series G Preferred shares convertible into 136,684,211 shares of common stock and 58,602,541 shares of common stock underlying $463,739 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. Recently Adopted Accounting Pronouncements The Company does not elect to delay complying with any new or revised accounting standards, but to apply all standards required of public companies, according to those required application dates. Management reviewed accounting pronouncements issued during the quarter ended March 31, 2021, and no pronouncements were adopted during the period. Management reviewed accounting pronouncements issued during the year ended December 31, 2020, and the following pronouncements were adopted during the period. In January 2017, the FASB issued 2017-04, Intangibles - Goodwill and Other Recently Issued Accounting Pronouncements Not Yet Adopted In June 2016, the FASB issued Accounting Standards Update No. 2016-13 (ASU 2016-13) "Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments" which requires the measurement and recognition of expected credit losses for financial assets held at amortized cost. ASU 2016-13 replaces the existing incurred loss impairment model with an expected loss methodology, which will result in more timely recognition of credit losses. ASU 2016-13 is effective for annual reporting periods, and interim periods within those years, beginning after December 15, 2022. We are currently in the process of evaluating the impact of the adoption of ASU 2016-13 on our consolidated financial statements. In January 2017, the FASB issued 2017-04, Intangibles - Goodwill and Other 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 three months ended March 31, 2021, we used the federal tax rate of 21% in our determination of the deferred tax assets and liabilities balances. For the three months ended March 31, 2021 Current tax provision: Federal Taxable income $ — Total current tax provision $ — Deferred tax provision: Federal Loss carryforwards $ 3,899,037 Change in valuation allowance (3,899,037 ) Total deferred tax provision $ — |
Revenue Recognition
Revenue Recognition | 3 Months Ended |
Mar. 31, 2021 | |
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 an email detailing 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 are 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 time and materials. 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 five 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 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 We provide branding and creative design services, which we believe, set apart our clients from their competitors and establish them in their specific markets. We believe in showcasing our clients’ brands 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 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 We have a reputation for providing digital marketing services that get results. 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 three months ended March 31, 2021 and 2020, we included $684,561 and $1,925,953 respectively, in revenue, related to reimbursable costs. The deferred revenue and customer deposits as of March 31, 2021 and December 31, 2020 were $921,092 and $841,290, respectively. For the three months ended March 31, 2021 and 2020 (unaudited), revenue was disaggregated into the six categories as follows: Three months ended March 31, 2021 (unaudited) Three months ended March 31, 2020 (unaudited) Third Parties Related Parties Total Third Parties Related Parties Total Data Sciences $ — $ — $ — $ 55,000 $ — $ 55,000 Design 474,593 — 474,593 683,792 — 683,792 Development 41,255 — 41,255 89,754 — 89,754 Digital Advertising 1,034,165 — 1,034,165 2,148,089 3,640 2,151,729 Swarm 1,184 — 1,184 — — — Other 73,322 — 73,322 224,132 — 224,132 Total $ 1,624,520 $ — $ 1,624,520 $ 3,200,767 $ 3,640 $ 3,204,407 |
Liquidity And Operations
Liquidity And Operations | 3 Months Ended |
Mar. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Liquidity and Operations | 4. LIQUIDITY AND OPERATIONS The Company had a net loss of $10,506,321 for the three months ended March 31, 2021, and $128,820 for the three months ended March 31, 2020, and net cash used in operating activities of $(3,535,547) and $(1,147,206), in the same periods, respectively. As of March 31, 2021, the Company had a short-term borrowing relationship with two lenders. The lenders provided short-term and long-term financing under a secured borrowing arrangement, using our accounts receivable as collateral, disclosed in footnote 7, as well as convertible notes disclosed in footnote 8. As of March 31, 2021, 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 to finance its growth and business operations in which event, the Company may need to seek outside sources of capital. There can be no assurance that such capital will be available on terms that are favorable to the Company or at all. |
Business Acquisitions
Business Acquisitions | 3 Months Ended |
Mar. 31, 2021 | |
Business Combinations [Abstract] | |
Business Acquisitions | 5. BUSINESS ACQUISITIONS none |
Intangible Assets
Intangible Assets | 3 Months Ended |
Mar. 31, 2021 | |
Intangible Assets | |
Intangible Assets | 6. INTANGIBLE ASSETS 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. We use the domain 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 March 31, 2021, we 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 expired in 2020 and the Company submitted a renewal application 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 three months ended March 31, 2021 and 2020, the Company included $172 and $172, respectively, in depreciation and amortization expense related to this trademark. As of March 31, 2021, the balance on this intangible asset was $6,209. Customer List On November 15, 2017, the Company acquired WebTegrity, and has calculated the value of the customer list acquired at $280,000, with a useful life of 3 years. For the years ended March 31, 2021 and 2019, we included zero and $21,482 in depreciation and amortization expense related to the customer list. During the year ended December 31, 2020, the Company performed our annual impairment analysis and we determined that the intangible assets of WebTegrity 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 March 31, 2021, 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 –WebTegrity was in a highly competitive industry, mostly relying on the WordPress platform. We also considered whether there was 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, 2020, the Company performed our annual impairment analysis and we determined that the intangible assets of WebTegrity was impaired. Therefore, as of December 31, 2020, the remaining balance of this intangible asset of $130,000 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 on this intangible asset was zero. Goodwill 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 we determined that the goodwill of WebTegrity was impaired. Therefore, as of December 31, 2020, the remaining balance of this intangible asset 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 on this intangible asset was zero. The Company will assess this intangible asset for impairment, if an event occurs that may affect the fair value, or at least annually. The Company’s intangible assets consist of the following: March 31, 2021 December 31, 2020 Gross Accumulated Amortization Net Gross Accumulated Amortization Net Customer list $ — $ — $ — $ — $ — $ — Non-compete agreement — — — — — — Domain name and trademark 30,201 (3,791 ) 26,410 30,201 (3,619 ) 26,582 Brand name — — — — — — Goodwill — — — — — — Total $ 30,201 $ (3,791 ) $ 26,410 $ 30,201 $ (3,619 ) $ 26,582 Total amortization expense charged to operations for the three months ended March 31, 2021, and 2020 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 517 2022 690 2023 690 Thereafter 4,312 Total $ 6,209 |
Credit Facilities
Credit Facilities | 3 Months Ended |
Mar. 31, 2021 | |
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 renewed automatically for another twelve months. The proceeds from the facility were determined by the amounts we invoiced 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 had a first priority security interest in CLWD Operations, and therefore, we would have needed to obtain such third-party lender’s written consent to obligate CLWD Operations further or pledge our assets against additional borrowing facilities. The cost of this secured borrowing facility was 0.05% of the daily balance. During the three months ended March 31, 2021 and 2020, the Company included $13,785 and $34,921, respectively, in interest expense, related to this secured borrowing facility, and as of and December 31, 2020, the outstanding balances were zero and zero, respectively. This borrowing facility had an expiration date of January 14, 2021 and was not renewed. On October 19, 2017, Parscale Digital entered into a 12 month agreement with a third party to sell 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 were 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 had a first priority security interest in Parscale Digital, and therefore, we would have needed to obtain such third party lender’s written consent to obligate it further or pledge our assets against additional borrowing facilities. The cost of this secured borrowing facility was 0.05% of the daily balance. During the three months ended March 31, 2021 and 2020, the Company included zero and $11,205, respectively, in interest expense, related to this secured borrowing facility, and as of three ended and year ended December 31, 2020, the combined outstanding balances were zero and zero, respectively. This borrowing facility had an expiration date of November 11, 2019 and was not renewed. On August 2, 2018, Giles Design Bureau, WebTegrity, and Data Propria entered into a 12 month agreements with a third party to sell 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 were determined by the amounts we invoiced 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 had a first priority security interest in the respective entities, and therefore, we would have been required to obtain such third party lender’s written consent to obligate the entities further or pledge their assets against additional borrowing facilities The cost of these secured borrowing facilities were 0.056%, 0.056% and 0.049%, respectively, of the daily balance. During the three months ended March 31, 2021 and 2020, the Company included zero and $73,054, respectively, in interest expense, related to these secured borrowing facilities, and as of and December 31, 2020, the combined outstanding balances were zero and zero, respectively. These three borrowing facilities had an expiration date of August 22, 2020 and were not renewed. |
Convertible Notes Payable
Convertible Notes Payable | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Convertible Notes Payable | 8. CONVERTIBLE NOTES PAYABLE During fiscal year 2019, the Company issued convertible promissory notes with variable conversion prices, as outlined below. The conversion prices for each of the notes was 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 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 March 31, 2021 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, allowed 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 bore interest at a rate of 5% per year and had maturity date of 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. On January 13, 2021, the lender converted $161,106 of the outstanding balance and accrued interest of $22,025 into 18,313,074 shares of common stock. The balance of the April 2018 Note, as of March 31, 2021, was zero. 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 quarter 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. The balance of the January 31, 2019 Note, as of March 31, 2021, was zero This note was converted within the terms of the agreement. 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 quarter 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 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 December 31, 2019, the July 16, 2019 Note was not considered a derivative. During the quarter ended June 30, 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 $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. During the quarter ended March 31, 2020, the lender converted $48,000 principal into 35,357,143 shares. During the quarter ended June 30, 2020, the lender converted $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 $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 quarter ended June 30, 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 $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 quarter ended June 30, 2020. |
Notes Payable
Notes Payable | 3 Months Ended |
Mar. 31, 2021 | |
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 bore interest at a rate of 5% per year and was 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 March 31, 2021 is zero. On February 17, 2021, the related party note payable was refinanced and consolidated into one note payable. See the “February 17, 2021 Note”. 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 bore interest at a rate of 5% per year and was 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 March 31, 2021 is zero. On February 17, 2021, the related party note payable was refinanced and consolidated into one note payable. See the “February 17, 2021 Note”. 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 bore interest at a rate of 5% per year and was 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 March 31, 2021 is zero. On February 17, 2021, the related party note payable was refinanced and consolidated into one note payable. See the “February 17, 2021 Note”. 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 March 31, 2021 is zero. On February 17, 2021, the related party note payable was refinanced and consolidated into one note payable. See the “February 17, 2021 Note”. 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 bore interest at a rate of 5% per year and was 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 March 31, 2021 is zero. On February 17, 2021, the related party note payable was refinanced and consolidated into one note payable. See the “February 17, 2021 Note”. 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 bore interest at a rate of 5% per year and was 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 March 31, 2021 is zero. On February 17, 2021, the related party note payable was refinanced and consolidated into one note payable. See the “February 17, 2021 Note”. 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 bore interest at a rate of 5% per year and was 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 March 31, 2021 is zero. On February 17, 2021, the related party note payable was refinanced and consolidated into one note payable. See the “February 17, 2021 Note”. 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 bore interest at a rate of 5% per year and was 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 March 31, 2021 is zero. On February 17, 2021, the related party note payable was refinanced and consolidated into one note payable. See the “February 17, 2021 Note”. 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 19, 2017 Note bore interest at a rate of 5% per year and was payable upon demand, but in no event later than 36 months from the effective date. The balance of the December 19, 2017 Note, as of March 31, 2021 was zero. On February 17, 2021, the related party note payable was refinanced and consolidated into one note payable. See the “February 17, 2021 Note”. 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 bore interest at a rate of 5% per year and was 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 March 31, 2021 is zero. On February 17, 2021, the related party note payable was refinanced and consolidated into one note payable. See the “February 17, 2021 Note”. 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 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 On January 28, 2021, the Company entered into an Unsecured Promissory Note (the “January 28, 2021 Note”), in the aggregate principal amount of $840,000, with Bountiful Capital, LLC for gross proceeds of $840,000. The investor is a related party. The chief financial officer of the Company, Greg Boden, is also the president of Bountiful Capital, LLC. The 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 note are due and payable upon maturity on January 28, 2022, and a prepayment of the note is permitted. On March 4, 2021, the Company paid off the note in full in the amount of $840,000. On February 17, 2021, the Company issued a promissory note (the “February 17, 2021 Note”) in the amount of $683,100, at which time the entire balance of $683,100 was received to refinance all outstanding promissory notes. The February 17, 2021 Note bears interest at a rate of 5% per year and is payable upon demand, but in no event later than August 31, 2021. The balance of the February 17, 2017 Note, as of March 31, 2021 is $800,657, which includes $117,557 of accrued interest. Upon executing the February 17, 2021 Note, the Company issued 25,000,000 shares of restricted common stock to Bountiful Capital. As of March 31, 2021, and December 31, 2020, the notes payable due to related parties totaled $800,657 and $792,235, respectively. 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 bore 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 February 4, 2021, 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 between the Company and the Cache Valley Bank. The note had a five-year term, bore interest at the rate of 1.0% per year, and could have been prepaid at any time without payment of any premium. No payments of principal or interest were due during the six-month period beginning on the date of the Note (the “Deferral Period”). The principal and accrued interest under the note was forgivable after eight weeks if the Company used 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 submitted a request and provided satisfactory documentation regarding its compliance with applicable requirements. On March 23, 2021, we were notified by a representative of Cache Valley Bank that the PPP2 loan was forgiven in full, in the amount of $780,680. As of March 31, 2021, the balance of the PPP2 loan was zero. |
Derivative Liabilities
Derivative Liabilities | 3 Months Ended |
Mar. 31, 2021 | |
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. 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 derivative liability as of March 31, 2020 and December 31, 2020 is as follows: Balance at December 31, 2020 $ — Additions due to new convertible notes — Reduction due to conversions and adjustments — Mark-to-market adjustment — Balance at March 31, 2021 $ — During the three months ended March 31, 2021 and 2020, the Company incurred losses of $0 and $0, respectively, on the conversion of convertible notes. In connection with the convertible notes, for the three months ended March 31, 2021 and 2020, the Company recorded $329 and $9,295, respectively, of interest expense and zero and $103,674, respectively, of debt discount amortization expense. As of March 31, 2021, and December 31, 2020, the Company had zero and zero, respectively, of accrued interest related to the convertible notes that contained embedded derivative. |
Capital Stock
Capital Stock | 3 Months Ended |
Mar. 31, 2021 | |
Capital Stock | |
Capital Stock | 11. CAPITAL STOCK At March 31, 2021 and December 31, 2020, the Company’s authorized stock consists of 2,000,000,000 shares of common stock, par value $0.001 per share, and 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, Series G Preferred Stock and Series H 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. During the three months ended March 31, 2021 and 2020, we paid dividends of zero and zero, respectively, to the holders of Series A Preferred stock. During the quarter ended March 31, 2021, the holders of the 10,000 shares of Series A Preferred Stock converted all outstanding shares of Series A Preferred into 100,000,000 shares of common stock. As of March 31, 2021, the balance owed on the Series A Preferred stock dividend was $148,604, $8,604 of which was recognized during the quarter ended March 31, 2021. 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 has a stated value of $100. The Series B Preferred Stock is convertible into shares of the Company's common stock in amount determined by dividing the stated value by a conversion price of $0.004 per share. The Series B 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 B Preferred Stock. As of March 31, 2021, 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 has a stated value of $100. The Series C Preferred Stock is convertible into shares of the Company's common stock by dividing the stated value by a conversion price of $0.01 per share. The Series C 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 C Preferred Stock. As of March 31, 2021, 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 has 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 means 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. The Series D 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 D Preferred Stock. As of March 31, 2021, the Company had 90,000 shares of Series D Preferred Stock outstanding. During the three months ended March 31, 2021, and 2020, we paid dividends of $257,609, and zero respectively, to the holders of Series D Preferred stock. As of March 31, 2021, the balance owed on the Series D Preferred stock dividend was zero. 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 has a stated value of $100. The Series E 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 $0.05 per share. The Series E 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 E Preferred Stock. As of March 31, 2021, the Company has 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 was offered in connection with the Company’s offering under Regulation A under the Securities Act of 1933, as amended. During the quarter ended March 31, 2021, a holder of Series F Preferred shares sold 100 shares back to the company for $2,500. As of March 31, 2021, the Company had 2,353 shares of Series F Preferred Stock outstanding, and an accrued dividend balance of $574. 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 March 31, 2021, the Company had 2,597 shares of Series G Preferred Stock outstanding. Series H Preferred On March 18, 2021, the Company designated 1,000 shares of its preferred stock as Series H Preferred Stock. The Series H Preferred Stock is not convertible into shares of the Company's common stock and entitles the holder to 51% of the voting power of the Company’s shareholders, as set forth in the Certificate of Designation. As of March 31, 2021, the Company had 1,000 shares of Series H Preferred Stock outstanding and held by Andrew Van Noy, the Chief Executive Officer of the Company. The 1,000 shares of Series H Preferred stock will be redeemed by the Company at the par value of $0.001 per share on the sooner of: 1) sixty days (60) from the effective date of the Certificate of Designation, 2) on the date Andrew Van Noy ceases to serve as an officer, director or consultant of the Company, or 3) on the date that the Company’s shares of common stock first trade on any national securities exchange. Registered Direct Offering On February 23, 2021, the Company closed a registered direct offering pursuant to which the Company issued and sold 85,000,000 shares of common stock, 57,857,143 prefunded warrants to purchase common stock (at an exercise price of $0.001), and 142,857,143 warrants to purchase common stock for gross proceeds of $10,000,000 ($9,942,143 received February 23, 2021 and $57,857 upon exercise of the prefunded warrants), On March 5, 2021, we and the purchaser entered into an amendment agreement to the purchase agreement for the registered direct offering to reduce the exercise price of the warrants from $0.07 to $0.0454 per share of common stock. We also agreed to issue an additional 28,571,421 warrants to the purchaser. The Company also issued 10,714,286 warrants (at an exercise price of $0.0875) to the designees of the placement agent in connection with this transaction. After transaction costs, the Company received net proceeds of $8,500,493, which is being used for operations. |
Stock Options And Warrants
Stock Options And Warrants | 3 Months Ended |
Mar. 31, 2021 | |
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 an exercise price of $0.01 per share. The stock options vest equally over a period of 36 months and expire August 1, 2022. These options may be exercised on a cashless basis, resulting in no cash payment to the company upon exercise. If the optionee exercises the options 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. During the quarter ended September 30, 2018, the employee exercised, on a cashless basis, 3,324,201 options, resulting in the issuance of 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 an exercise price of $0.05 per share. The stock options vest equally over a period of 36 months and expire September 18, 2022. These options were exercisable 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 employees, at an exercise price of $0.04 per share. The stock options vest equally over a period of 36 months and expire January 3, 2023. These options were exercisable on a cashless basis, resulting in no cash payment to the Company upon exercise. 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 three 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 are exercisable on a cashless basis, resulting in no cash payment to the Company upon exercise, anytime after June 2, 2021. 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 are exercisable on a cashless basis, resulting in no cash payment to the Company upon exercise, anytime after January 5, 2022. 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 three months ending March 31, 2021 and 2020, were determined using the Black Scholes method with the following assumptions: Three months ended Three months ended March 31, 2021 March 31, 2020 Risk free interest rate 0.4 % 1.86 % Stock volatility factor 337 % 272 % Weighted average expected option life 5 years 5 years Expected dividend yield 0 % 0 % A summary of the Company’s stock option activity and related information follows: Three months ended Three months ended Weighted Weighted average average exercise exercise Options price Options price Outstanding - beginning of period 429,675,799 $ 0.0052 150,275,799 $ 0.016 Granted 368,000,000 0.0068 283,000,000 0.002 Exercised (10,442,467 ) 0.0080 — — Forfeited — — — — Outstanding - end of period 787,233,332 $ 0.0058 433,275,799 $ 0.007 Exercisable at the end of period 265,946,574 $ 0.0074 163,134,246 $ 0.014 Weighted average fair value of options granted during the period $ 2,502,400 $ 509,400 As of March 31, 2021, and December 31, 2020, the intrinsic value of the stock options was approximately $25,365,347 and $1,366,650, respectively. Stock option expense for the three months ended March 31, 2021 , and 2020 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 March 31, 2021 was as follows: Weighted Average Number of remaining Exercise options contractual prices outstanding life (years) $ 0.0150 35,000,000 1.40 $ 0.0131 60,000,000 0.85 $ 0.0130 15,000,000 0.97 $ 0.0068 368,000,000 4.77 $ 0.0053 10,000,000 1.37 $ 0.0019 283,233,332 3.80 $ 0.0018 17,000,000 4.18 787,233,332 Warrants During the fiscal year ended December 31, 2020 the Company issued 20,912,852 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 March 31, 2021 and December 31, 2020, there were 10,912,852 and 20,912,852 warrants outstanding, respectively. The fair value of warrants granted during the three months ended March 31, 2021 and 2020, were determined using the Black Scholes method with the following assumptions: Three months ended Three months ended March 31, 2021 March 31, 2020 Risk free interest rate 0.40 % — Stock volatility factor 337 % — Weighted average expected warrant life 5 years — Expected dividend yield 0 % — A summary of the Company’s warrant activity and related information follows: Three months ended Year Ended Weighted Weighted average average exercise exercise Warrants price Warrants price Outstanding - beginning of period 20,912,852 $ 0.007 10,000,000 $ 0.007 Issued 240,000,001 $ 0.037 10,912,852 $ 0.007 Exercised (10,000,000 ) $ 0.007 — $ — Forfeited — $ — — $ — Outstanding - end of period 250,912,853 $ 0.035 20,912,852 $ 0.007 Exercisable at the end of period 250,912,853 $ 0.035 20,912,852 $ 0.007 Weighted average fair value of warrants granted during the period $ 983,571 $ 98,343 Warrant expense for the three months ended March 31, 2021 , and 2020 |
Related Parties
Related Parties | 3 Months Ended |
Mar. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Parties | 13. RELATED PARTIES Our Chief Financial Officer is also the President of Bountiful Capital, LLC. On January 17, 2020, notes payable owed to Bountiful Capital amounting to $240,500 and accrued interest of $19,758 were converted into 2,597 shares of Series G preferred stock. At March 31, 2021 and December 31, 2020, principal on the Bountiful Notes and accrued interest totaled $800,657 and $792,235. On January 28, 2021, the Company entered into an Unsecured Promissory Note (the “January 28, 2021 Note”), in the aggregate principal amount of $840,000, with Bountiful Capital, LLC for gross proceeds of $840,000. The investor is a related party. The note bore interest at a rate of 5% per year and was not convertible into shares of common stock of the Company. Principal and interest under the note were due and payable upon maturity on January 28, 2022, and a prepayment of the note was permitted. On March 4, 2021, the Company paid off the note in full in the amount of $840,000. 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 three months ended March 31, 2021 and 2020, the Company earned zero and $194,492, respectively, in revenue from providing services to Parscale Strategy, and as of March 31, 2021 and December 31, 2020, Parscale Strategy had an outstanding accounts receivable of zero and zero, respectively. On August 1, 2017, Parscale Digital signed a lease with Giles-Parscale, Inc., a related party, to provide a workplace for the employees of Parscale Digital. Giles-Parscale, 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. Details of this lease are included in Note 15. |
Concentrations
Concentrations | 3 Months Ended |
Mar. 31, 2021 | |
Risks and Uncertainties [Abstract] | |
Concentrations | 14. CONCENTRATIONS For the three months ended March 31, 2021 and 2020, the Company had four and one major customers who represented approximately 54% and 36% of total revenue, respectively. At March 31, 2021 and December 31, 2020, accounts receivable from four and two customers, represented approximately 60% and 32% 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 | 3 Months Ended |
Mar. 31, 2021 | |
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 March 31, 2021, the company recognized ROU assets of $146,227 and lease liabilities of $146,227. 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 Giles-Parscale, 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 March 31, 2021, 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 March 31, 2021, the ROU asset and liability balances of this lease were $146,227 and $146,227, respectively. Total operating lease expense for the three months ended March 31, 2021 and 2020 was $37,042 and $29,400, 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 March 31, 2021, 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 March 31, 2021, and December 31, 2020, the Company owed $11,550 and $12,600 on the outstanding reduced payment terms, respectively. 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. This lease expired on July 31, 2020 and has a remaining balance owed of $10,517, included in Related Party Accounts Payable. 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 March 31, 2021 December 31, 2020 Leased equipment under finance lease, $ 100,097 $ 100,097 less accumulated amortization (91,045 ) (84,837 ) Net $ 9,052 $ 15,260 Liabilities March 31, 2021 December 31, 2020 Obligations under finance lease (current) $ — $ — Obligations under finance lease (noncurrent) — — Total $ — $ — Below is a reconciliation of leases to the financial statements. ROU Operating Leases Finance Leases Leased asset balance $ 146,227 $ 9,052 Liability balance 146,227 — Cash flow (non-cash) — — Interest expense $ 10,573 $ — The following is a schedule, by years, of future minimum lease payments required under the operating and finance leases. Years Ending ROU Operating Leases Finance Leases 2021 88,200 9,052 2022 68,600 — 2023 — — Thereafter — — Total $ 156,800 $ 9,052 Less imputed interest (10,573 ) — Total liability $ 146,227 $ 9,052 Other information related to leases is as follows: Lease Type Weighted Average Remaining Term Weighted Average Discount Rate (1) Operating Leases 16 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 this time the Company considers to be material to the Company’s business or financial condition. |
Supplemental Statement Of Cash
Supplemental Statement Of Cash Flows Information | 3 Months Ended |
Mar. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Supplemental Statement of Cash Flows Information | 16. SUPPLEMENTAL STATEMENT OF CASH FLOWS INFORMATION During the three months ended March 31, 2021, there were the following non-cash activities . - Certain lenders converted a total of $183,131 of principal, interest and fees, into 18,313,074 common shares. - The values of the ROU operating leases assets and liabilities each declined $25,322, netting to zero on the statement of cash flows. - The holders of 10,000 shares of Series A Preferred stock converted all shares into 100,000,000 shares of common stock. - The holders of 3,666,668 stock options exercised their options into 3,528,955 shares of common stock. - The holders of 10,000,000 warrants exercised their warrants into 8,556,034 shares of common stock. During the three months ended March 31, 2020, there were the following non-cash activities. - Certain lenders converted a total of $89,022 of principal, interest and fees, into 78,857,470 common shares. As a result of these conversions, we recorded a reduction to the derivative liability of $80,357. - The values of the ROU operating leases assets and liabilities each declined $22,291, 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 $87,816, which was converted and eliminated. - A related party lender exchanged $259,698 of principal and interest for 2,597 shares of Series G Preferred Stock. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2021 | |
Subsequent Events | |
Subsequent Events | 17. SUBSEQUENT EVENTS Management has evaluated subsequent events according to ASC TOPIC 855 as of the date of the financial statements and has determined that the following subsequent events are reportable. - On April 14, 2021, Andrew Van Noy, the holder of the majority of the voting power of the shareholders of the Company, and the Company’s chief executive officer and chairman, approved by written consent an amendment to the Company’s articles of incorporation, to increase the number of authorized shares of the Company’s common stock to 10,000,000,000. The Company will file such amendment with the Secretary of State of Nevada, approximately (but not less than) 20 days after the definitive information statement relating to such amendment is mailed to shareholders. - On April 6, 2021, the Company issued 47,857,143 shares of common stock to a lender who exercised prefunded warrants at an exercise price of $0.001 per shares. The company received proceeds of $47,857 from this exercise. - On April 9, 2021 and April 15, 2021, the Company issued 5,205,359 and 97,625 shares of common stock as a result of the exercise of stock options, respectively. - On April 21, 2021, the Company issued 5,558,823 shares of common stock as a result of the cashless exercise of warrants. - On May 7, 2021, the Company issued 1,895,536 shares of common stock as a result of the cashless exercise of warrants. |
Summary Of Significant Accoun_2
Summary Of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Reclassifications | Reclassifications Certain prior periods have been recast to reflect current period presentation. During the quarter ended March 31, 2021 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 contractual 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 March 31, 2021 and December 31, 2020 are $1,369 and $742 respectively. 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 renewed automatically for another twelve months. The proceeds from the facility were 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 had a first priority security interest in CLWD Operations’ assets, and therefore, we would have needed to obtain such third-party lender’s written consent to obligate CLWD Operations’ further or pledge its 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 was 0.05% of the daily balance. This borrowing facility had an expiration date of January 14, 2021 and was not renewed. As of March 31, 2021 , the balance due from this arrangement was zero. On October 19, 2017, Parscale Digital 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 $500,000. The proceeds from the facility were determined by the amounts we invoice our customers. The Company evaluated this facility in accordance with ASC 860, classifying it as a secured borrowing arrangement. We record the amounts due from customers in accounts receivable and the amount due to the third party as a liability, presented as a “Lines of credit” on the Balance Sheet. During the term of this facility, the third-party lender had a first priority security interest in Parscale Digital, and therefore, we would have needed to obtain such third-party lender’s written consent to obligate Parscale Digital further or pledge its assets against additional borrowing facilities. The cost of this secured borrowing facility was 0.05% of the daily balance. 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 March 31, 2021 , the balance due from this arrangement was zero. On August 2, 2018, Giles Design Bureau, WebTegrity, and Data Propria entered into 12-month agreements wherein amounts due from our customers were pledged to a third-party, 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 were determined by the amounts we invoice our customers. We evaluated these facilities in accordance with ASC 860, classifying as secured borrowing arrangements. 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 had a first priority security interest in the respective entities, and, therefore, we would have needed to obtain such third-party lender’s written consent to obligate the entities further or pledge our assets against additional borrowing facilities. The cost of this secured borrowing facilities was 0.056%, 0.056% and 0.049%, respectively, of the daily balance. These three borrowing facilities had an expiration date of August 22, 2020 and were not renewed. As of March 31, 2021, the combined balance due from these arrangement 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. As of March 31, 2021, the Company held cash and cash equivalents in the amount of $5,994,243, which was held in the Company’s operating bank accounts. Of this amount, none was held in any one account, in amounts exceeding the FDIC insured limit of $250,000. |
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: Furniture, fixtures & equipment 7 Years Computer equipment 5 Years Commerce server 5 Years Computer software 3 - 5 Years Leasehold improvements Length of the lease Depreciation expenses were $10,577 and $10,175 for the three months ended March 31, 2021 and 2020, respectively. |
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 our 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 on the balance sheet as 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 March 31, 2021, and December 31, 2020 were $921,092 and $841,290, respectively. The costs in excess of billings as of March 31, 2021 and December 31, 2020 was zero and zero, respectively. 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 them by assessing the situation on a case-by-case basis and determining if any discounts can be given. Historically, we have not granted any significant discounts. 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 of ASC 606-10-55-39, that the amounts classified as reimbursable costs should be recorded as gross revenue, 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 discretion in establishing price; and ● We have discretion in supplier selection. |
Research and Development | Research and Development Research and development costs are expensed as incurred. Total research and development costs were zero for the three months ended March 31, 2021 and 2020. |
Advertising Costs | Advertising Costs The Company expenses the cost of advertising and promotional materials when incurred. Total advertising costs were $21,143 and $65,428 for the three months ended March 31, 2021 and 2020, 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 March 31, 2021 and December 31, 2020, 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 nine-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 1 measurements) 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. |
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. |
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 we believe 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 a two-step approach to determine whether it is more likely than not that impairment exists. If it is determined, after step one, that it is not more likely than not, that impairment exists, then no further analysis is conducted. 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 offerings, or obsolescence could adversely affect the Company or its reporting units. We understand that the markets we serve are constantly changing, requiring us to change with them. 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 conducted an impairment assessment 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: March 31, 2021 Parscale Digital WebTegrity CloudCommerce Total Customer list — — — — Non-compete agreement — — — — Domain name and trademark — — 26,410 26,410 Brand name — — — — Goodwill — — — — Customer list — — — — December 31, 2020 Parscale Digital WebTegrity CloudCommerce Total Customer list — — — — Non-compete agreement — — — — Domain name and trademark — — 26,582 26,582 Brand name — — — — Goodwill — — — — Customer list — — — — |
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. |
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 March 31, 2021, the Company held cash and cash equivalents in the amount of $5,994,243, which was held in the operating bank accounts. Of this amount, none was held in any one account, in amounts 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 three months ended March 31, 2021, included compensation expense for the stock-based payment awards granted prior to, but not yet vested, as of March 31, 2021 based on the grant date fair value estimated. Stock-based compensation expense recognized in the consolidated statement of operations for the three months ended March 31, 2021 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 three months ended March 31, 2021 and 2020 were $238,634 and $111,248, 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 three months ended March 31, 2021, the Company has excluded 265,946,572 shares of common stock underlying options, 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 250,912,853 shares of common stock underlying warrants, because their impact on the loss per share is anti-dilutive. For the three months ended March 31, 2020, the Company has excluded 1,006,587 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, 2,597 Series G Preferred shares convertible into 136,684,211 shares of common stock and 58,602,541 shares of common stock underlying $463,739 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. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements The Company does not elect to delay complying with any new or revised accounting standards, but to apply all standards required of public companies, according to those required application dates. Management reviewed accounting pronouncements issued during the quarter ended March 31, 2021, and no pronouncements were adopted during the period. Management reviewed accounting pronouncements issued during the year ended December 31, 2020, and the following pronouncements were adopted during the period. In January 2017, the FASB issued 2017-04, Intangibles - Goodwill and Other |
Recently Issued Accounting Pronouncements Not Yet Adopted | Recently Issued Accounting Pronouncements Not Yet Adopted In June 2016, the FASB issued Accounting Standards Update No. 2016-13 (ASU 2016-13) "Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments" which requires the measurement and recognition of expected credit losses for financial assets held at amortized cost. ASU 2016-13 replaces the existing incurred loss impairment model with an expected loss methodology, which will result in more timely recognition of credit losses. ASU 2016-13 is effective for annual reporting periods, and interim periods within those years, beginning after December 15, 2022. We are currently in the process of evaluating the impact of the adoption of ASU 2016-13 on our consolidated financial statements. In January 2017, the FASB issued 2017-04, Intangibles - Goodwill and Other |
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 three months ended March 31, 2021, we used the federal tax rate of 21% in our determination of the deferred tax assets and liabilities balances. For the three months ended March 31, 2021 Current tax provision: Federal Taxable income $ — Total current tax provision $ — Deferred tax provision: Federal Loss carryforwards $ 3,899,037 Change in valuation allowance (3,899,037 ) Total deferred tax provision $ — |
Summary Of Significant Accoun_3
Summary Of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Summary Of Significant Accounting Policies | |
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: Furniture, fixtures & equipment 7 Years Computer equipment 5 Years Commerce server 5 Years Computer software 3 - 5 Years Leasehold improvements Length of the lease |
Schedule of Goodwill and Intangible assets amortization | Goodwill and Intangible assets are comprised of the following, presented as net of amortization: March 31, 2021 Parscale Digital WebTegrity CloudCommerce Total Customer list — — — — Non-compete agreement — — — — Domain name and trademark — — 26,410 26,410 Brand name — — — — Goodwill — — — — Customer list — — — — December 31, 2020 Parscale Digital WebTegrity CloudCommerce Total Customer list — — — — Non-compete agreement — — — — Domain name and trademark — — 26,582 26,582 Brand name — — — — Goodwill — — — — Customer list — — — — |
Schedule of Deferred Tax Assets and Liabilities | For the three months ended March 31, 2021, we used the federal tax rate of 21% in our determination of the deferred tax assets and liabilities balances. For the three months ended March 31, 2021 Current tax provision: Federal Taxable income $ — Total current tax provision $ — Deferred tax provision: Federal Loss carryforwards $ 3,899,037 Change in valuation allowance (3,899,037 ) Total deferred tax provision $ — |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Disclosure Revenue Recognition Tables Abstract | |
Schedule of Six Categories of Revenue | For the three months ended March 31, 2021 and 2020 (unaudited), revenue was disaggregated into the six categories as follows: Three months ended March 31, 2021 (unaudited) Three months ended March 31, 2020 (unaudited) Third Parties Related Parties Total Third Parties Related Parties Total Data Sciences $ — $ — $ — $ 55,000 $ — $ 55,000 Design 474,593 — 474,593 683,792 — 683,792 Development 41,255 — 41,255 89,754 — 89,754 Digital Advertising 1,034,165 — 1,034,165 2,148,089 3,640 2,151,729 Swarm 1,184 — 1,184 — — — Other 73,322 — 73,322 224,132 — 224,132 Total $ 1,624,520 $ — $ 1,624,520 $ 3,200,767 $ 3,640 $ 3,204,407 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Disclosure Intangible Assets Tables Abstract | |
Schedule of Acquired Intangible Assets | The Company’s intangible assets consist of the following: March 31, 2021 December 31, 2020 Gross Accumulated Amortization Net Gross Accumulated Amortization Net Customer list $ — $ — $ — $ — $ — $ — Non-compete agreement — — — — — — Domain name and trademark 30,201 (3,791 ) 26,410 30,201 (3,619 ) 26,582 Brand name — — — — — — Goodwill — — — — — — Total $ 30,201 $ (3,791 ) $ 26,410 $ 30,201 $ (3,619 ) $ 26,582 |
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 517 2022 690 2023 690 Thereafter 4,312 Total $ 6,209 |
Notes Payable (Tables)
Notes Payable (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
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) | 3 Months Ended |
Mar. 31, 2021 | |
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 March 31, 2020 and December 31, 2020 is as follows: Balance at December 31, 2020 $ — Additions due to new convertible notes — Reduction due to conversions and adjustments — Mark-to-market adjustment — Balance at March 31, 2021 $ — |
Stock Options And Warrants (Tab
Stock Options And Warrants (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Stock Options And Warrants Tables | |
Summary of Fair Value Assumptions of Options | The fair value of options granted during the three months ending March 31, 2021 and 2020, were determined using the Black Scholes method with the following assumptions: Three months ended Three months ended March 31, 2021 March 31, 2020 Risk free interest rate 0.4 % 1.86 % Stock volatility factor 337 % 272 % Weighted average expected option life 5 years 5 years Expected dividend yield 0 % 0 % |
Summary of Stock Option Activity | A summary of the Company’s stock option activity and related information follows: Three months ended Three months ended Weighted Weighted average average exercise exercise Options price Options price Outstanding - beginning of period 429,675,799 $ 0.0052 150,275,799 $ 0.016 Granted 368,000,000 0.0068 283,000,000 0.002 Exercised (10,442,467 ) 0.0080 — — Forfeited — — — — Outstanding - end of period 787,233,332 $ 0.0058 433,275,799 $ 0.007 Exercisable at the end of period 265,946,574 $ 0.0074 163,134,246 $ 0.014 Weighted average fair value of options granted during the period $ 2,502,400 $ 509,400 |
Summary of Weighted Average Remaining Contractual Life of Options Outstanding | The weighted average remaining contractual life of options outstanding, as of March 31, 2021 was as follows: Weighted Average Number of remaining Exercise options contractual prices outstanding life (years) $ 0.0150 35,000,000 1.40 $ 0.0131 60,000,000 0.85 $ 0.0130 15,000,000 0.97 $ 0.0068 368,000,000 4.77 $ 0.0053 10,000,000 1.37 $ 0.0019 283,233,332 3.80 $ 0.0018 17,000,000 4.18 787,233,332 |
Summary of Fair Value of Warrants | The fair value of warrants granted during the three months ended March 31, 2021 and 2020, were determined using the Black Scholes method with the following assumptions: Three months ended Three months ended March 31, 2021 March 31, 2020 Risk free interest rate 0.40 % — Stock volatility factor 337 % — Weighted average expected warrant life 5 years — Expected dividend yield 0 % — |
Summary of Company’s Warrant Activity | A summary of the Company’s warrant activity and related information follows: Three months ended Year Ended Weighted Weighted average average exercise exercise Warrants price Warrants price Outstanding - beginning of period 20,912,852 $ 0.007 10,000,000 $ 0.007 Issued 240,000,001 $ 0.037 10,912,852 $ 0.007 Exercised (10,000,000 ) $ 0.007 — $ — Forfeited — $ — — $ — Outstanding - end of period 250,912,853 $ 0.035 20,912,852 $ 0.007 Exercisable at the end of period 250,912,853 $ 0.035 20,912,852 $ 0.007 Weighted average fair value of warrants granted during the period $ 983,571 $ 98,343 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
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 March 31, 2021 December 31, 2020 Leased equipment under finance lease, $ 100,097 $ 100,097 less accumulated amortization (91,045 ) (84,837 ) Net $ 9,052 $ 15,260 Liabilities March 31, 2021 December 31, 2020 Obligations under finance lease (current) $ — $ — Obligations under finance lease (noncurrent) — — Total $ — $ — |
Schedule of Reconciliation of Leases | Below is a reconciliation of leases to the financial statements. ROU Operating Leases Finance Leases Leased asset balance $ 146,227 $ 9,052 Liability balance 146,227 — Cash flow (non-cash) — — Interest expense $ 10,573 $ — |
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 ROU Operating Leases Finance Leases 2021 88,200 9,052 2022 68,600 — 2023 — — Thereafter — — Total $ 156,800 $ 9,052 Less imputed interest (10,573 ) — Total liability $ 146,227 $ 9,052 |
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 16 months 10 % Finance Leases 0 months 10 % (1) This discount rate is consistent with our borrowing rates from various lenders. |
Summary Of Significant Accoun_4
Summary Of Significant Accounting Policies (Schedule of Estimated Useful Life of Property and Equipment) (Details) | 3 Months Ended |
Mar. 31, 2021 | |
Furniture, fixtures & equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment estimated useful lives in years | 7 years |
Computer Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment estimated useful lives in years | 5 years |
Commerce Server [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment estimated useful lives in years | 5 years |
Computer Software [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment estimated useful lives in years | 3 years |
Computer Software [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment estimated useful lives in years | 5 years |
Leasehold Improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment estimated useful lives description | Length of the lease |
Summary Of Significant Accoun_5
Summary Of Significant Accounting Policies (Schedule Of Goodwill And Intangible Assets Amortization) (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Parscale Digital [Member] | ||
Customer list | ||
Non-compete agreement | ||
Domain name and trademark | ||
Brand name | ||
Goodwill | ||
Total Customer list | ||
WebTegrity [Member] | ||
Customer list | ||
Non-compete agreement | ||
Domain name and trademark | ||
Brand name | ||
Goodwill | ||
Total Customer list | ||
CloudCommerce [Member] | ||
Customer list | ||
Non-compete agreement | ||
Domain name and trademark | 26,410 | 26,582 |
Brand name | ||
Goodwill | ||
Total Customer list | 26,410 | 26,582 |
Total [Member] | ||
Customer list | ||
Non-compete agreement | ||
Domain name and trademark | 26,410 | 26,582 |
Brand name | ||
Goodwill | ||
Total Customer list | $ 26,410 | $ 26,582 |
Summary Of Significant Accoun_6
Summary Of Significant Accounting Policies (Schedule Of Deferred Tax Assets And Liabilities) (Details) | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Federal | |
Taxable income | |
Total current tax provision | |
Federal | |
Loss carryforwards | 3,899,037 |
Change in valuation allowance | 3,899,037 |
Total deferred tax provision |
Revenue Recognition (Schedule o
Revenue Recognition (Schedule of Six Categories of Revenue) (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Third parties | $ 1,624,520 | $ 3,200,767 |
Related parties | 3,640 | |
Total | 1,624,520 | 3,204,407 |
Data Sciences [Member] | ||
Third parties | 55,000 | |
Related parties | ||
Total | 55,000 | |
Design [Member] | ||
Third parties | 474,593 | 683,792 |
Related parties | ||
Total | 474,593 | 683,792 |
Development [Member] | ||
Third parties | 41,255 | 89,754 |
Related parties | ||
Total | 41,255 | 89,754 |
Digital Advertising [Member] | ||
Third parties | 1,034,165 | 2,148,089 |
Related parties | 3,640 | |
Total | 1,034,165 | 2,151,729 |
Swarm [Member] | ||
Third parties | 1,184 | |
Related parties | ||
Total | 1,184 | |
Other [Member] | ||
Third parties | 73,322 | 224,132 |
Related parties | ||
Total | 73,322 | 224,132 |
Total [Member] | ||
Third parties | 1,624,520 | 3,200,767 |
Related parties | 3,640 | |
Total | $ 1,624,520 | $ 3,204,407 |
Intangible Assets (Schedule Of
Intangible Assets (Schedule Of Acquired Intangible Assets) (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, Gross | $ 30,201 | $ 30,201 |
Intangible assets, Accumulated Amortization | 3,791 | 3,619 |
Intangible assets, Net | 26,410 | 26,582 |
Customer List [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, Gross | ||
Intangible assets, Accumulated Amortization | ||
Intangible assets, Net | ||
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 | 3,791 | 3,619 |
Intangible assets, Net | 26,410 | 26,582 |
Brand Name [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, Gross | ||
Intangible assets, Accumulated Amortization | ||
Intangible assets, Net | ||
Goodwill [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, Gross | ||
Intangible assets, Accumulated Amortization | ||
Intangible assets, Net |
Intangible Assets (Schedule O_2
Intangible Assets (Schedule Of Amortization Of Finite Life Intangible Assets) (Details) - Intangible Assets [Member] | Mar. 31, 2021USD ($) |
For the years ended December 31: | |
2021 | $ 517 |
2022 | 690 |
2023 | 690 |
Thereafter | 4,312 |
Total | $ 6,209 |
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 | Mar. 31, 2021 | Mar. 31, 2020 |
Total Due | $ 183,131 | $ 89,022 | ||||||
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 ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Additions due to new convertible notes | $ (287,571) | |
Derivative Liabilities [Member] | ||
Balance at December 31, 2020 | ||
Additions due to new convertible notes | ||
Reduction due to conversions and adjustments | ||
Mark-to-market adjustment | ||
Balance at March 31, 2021 |
Stock Options And Warrants (Sum
Stock Options And Warrants (Summary Of Fair Value Assumptions Of Options) (Details) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Fair Value Assumptions Of Options - Black Scholes Model | ||
Risk free interest rate | 0.40% | 1.86% |
Stock volatility factor | 337.00% | 272.00% |
Weighted average expected option life | 5 years | 5 years |
Expected dividend yield | 0% | 0% |
Stock Options And Warrants (S_2
Stock Options And Warrants (Summary Of Stock Option Activity) (Details) - $ / shares | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Options | |||
Outstanding -beginning of period | 150,275,799 | 150,275,799 | |
Granted | 368,000,000 | 283,000,000 | |
Exercised | 10,442,467 | ||
Forfeited | |||
Outstanding - end of period | 787,233,332 | 433,275,799 | |
Exercisable at the end of the period | 265,946,574 | 163,134,246 | |
Weighted average exercise price | |||
Outstanding -beginning of period | $ 0.0052 | $ 0.016 | $ 0.016 |
Granted | 0.0068 | 0.002 | |
Exercised | 0.0080 | ||
Forfeited | |||
Outstanding - end of period | 0.0058 | 0.007 | $ 0.0052 |
Excercisable at the end of the period | 0.0074 | 0.014 | |
Weighted average fair value of options granted during the period | $ 2,502,400 | $ 509,400 |
Stock Options And Warrants (S_3
Stock Options And Warrants (Summary Of Weighted Average Remainining Contractual Life Of Options) (Details) - $ / shares | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of options outstanding | 787,233,332 | 433,275,799 | 150,275,799 |
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 4 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) | 10 months 6 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) | 11 months 19 days | ||
Exercise Price 0.0068 [Member] | Stock Options [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Excerise prices | $ 0.0068 | ||
Number of options outstanding | 368,000,000 | ||
Weighted Average remaining contractual life (years) | 4 years 9 months 7 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 | 10,000,000 | ||
Weighted Average remaining contractual life (years) | 1 year 4 months 13 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 | 283,233,332 | ||
Weighted Average remaining contractual life (years) | 3 years 9 months 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 2 months 5 days |
Stock Options And Warrants (S_4
Stock Options And Warrants (Summary Of Fair Value Of Warrants) (Details) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Fair Value Assumptions Of Warrants - Black Scholes Model | ||
Risk free interest rate | 0.40% | 1.86% |
Stock volatility factor | 337.00% | 272.00% |
Weighted average expected warrant life | 5 years | 5 years |
Expected dividend yield | 0% | 0% |
Warrant [Member] | ||
Fair Value Assumptions Of Warrants - Black Scholes Model | ||
Risk free interest rate | 0.40% | |
Stock volatility factor | 337.00% | |
Weighted average expected warrant life | 5 years | |
Expected dividend yield | 0% |
Stock Options And Warrants (S_5
Stock Options And Warrants (Summary Of Company’s Warrant Activity) (Details) - $ / shares | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Weighted Average Exercise Price | |||
Weighted average fair value of warrants granted during the period | $ 2,502,400 | $ 509,400 | |
Warrant [Member] | |||
Warrants | |||
Outstanding - beginning of period | 20,912,852 | 10,000,000 | 10,000,000 |
Issued | 240,000,001 | 10,912,852 | |
Exercised | 10,000,000 | ||
Forfeited | |||
Outstanding - end of period | 250,912,853 | 20,912,852 | |
Exercisable at the end of period | 250,912,853 | 20,912,852 | |
Weighted Average Exercise Price | |||
Outstanding - beginning of period | $ 0.007 | $ 0.007 | $ 0.007 |
Issued | 0.037 | 0.007 | |
Exercised | 0.007 | ||
Forfeited | |||
Outstanding - end of period | 0.035 | 0.007 | |
Exercisable at the end of period | 0.035 | 0.007 | |
Weighted average fair value of warrants granted during the period | $ 983,571 | $ 98,343 |
Commitments And Contingencies_2
Commitments And Contingencies (Schedule Of Net Book Value Of Finance Lease) (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Assets | ||
Leased equipment under finance lease, | $ 100,097 | $ 100,097 |
less accumulated amortization | 91,045 | 84,837 |
Net | 9,052 | 15,260 |
Liabilities | ||
Obligations under finance lease (current) | ||
Obligations under finance lease (noncurrent) | ||
Total |
Commitments And Contingencies_3
Commitments And Contingencies (Schedule Of Reconciliation Of Leases) (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Cash flow (non-cash) | $ 8,778 | |
Interest expense | 4,074,731 | $ 188,244 |
ROU Operating Leases [Member | ||
Leased asset balance | 146,227 | |
Liability balance | 146,227 | |
Cash flow (non-cash) | ||
Interest expense | 10,573 | |
Finance Leases [Member | ||
Leased asset balance | 9,052 | |
Liability balance | ||
Cash flow (non-cash) | ||
Interest expense |
Commitments And Contingencies_4
Commitments And Contingencies (Schedule Of Future Minimum Lease Payments For Opearing And Finance Lease) (Details) | Mar. 31, 2021USD ($) |
ROU Operating Leases [Member | |
Years Ending December 31, | |
2021 | $ 88,200 |
2022 | 68,600 |
2023 | |
Thereafter | |
Total | 156,800 |
Less imputed interest | 10,573 |
Total liability | 146,227 |
Finance Leases [Member | |
Years Ending December 31, | |
2021 | 9,052 |
2022 | |
2023 | |
Thereafter | |
Total | 9,052 |
Less imputed interest | |
Total liability | $ 9,052 |
Commitments And Contingencies_5
Commitments And Contingencies (Schedule Of Other Information Related To Leases) (Details) | Mar. 31, 2021 | |
Rent Payment [Member] | ||
Operating lease weighted average remaining term | 16 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. |
Summary Of Significant Accoun_7
Summary Of Significant Accounting Policies (Narrative) (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Summary Of Significant Accounting Policies Narrative | |||
Allowance for accounts receivable | $ 1,369 | $ 742 | |
Cash | 5,994,243 | 10,538 | |
FDIC insured limit | 250,000 | ||
Depreciation expenses | 10,577 | $ 10,175 | |
Deferred revenue and customer deposit | 921,092 | $ 841,290 | |
Research and development costs | 0 | 0 | |
Advertising costs | $ 21,143 | $ 65,428 |
Summary Of Significant Accoun_8
Summary Of Significant Accounting Policies (Narrative) (Details1) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Stock based compensation expenses | $ 238,634 | $ 111,248 | |
Federal tax rate for determination of deferred tax assets and liabilities | 21.00% | ||
Warrant [Member] | |||
Antidilutive securities excluded from computation of earnings per share | 250,912,853 | ||
Stock Options [Member] | |||
Antidilutive securities excluded from computation of earnings per share | 265,946,572 | 1,006,587 | |
Series A Preferred Stock [Member] | |||
Antidilutive securities excluded from computation of earnings per share | 18,025 | 10,000 | |
Series A Preferred Stock [Member] | Common Stock [Member] | |||
Common shares issuable upon conversion of preferred shares | 450,625,000 | 100,000,000 | |
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 | 2,597 | |
Series G Preferred Stock [Member] | Common Stock [Member] | |||
Common shares issuable upon conversion of preferred shares | 136,684,211 | 136,684,211 | |
Series B Preferred Stock [Member] | |||
Antidilutive securities excluded from computation of earnings per share | 18,025 | ||
Series B Preferred Stock [Member] | Common Stock [Member] | |||
Common shares issuable upon conversion of preferred shares | 450,625,000 | ||
Convertible Notes [Member] | |||
Antidilutive securities excluded from computation of earnings per share | 58,602,541 | ||
Convertible note outstanding value excluded from computation of earnings per share | $ 463,739 | ||
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 ($71,606) had already been expensed throughout the year ended December 31, 2020. |
Revenue Recognition (Narrative)
Revenue Recognition (Narrative) (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Revenue Recognition Narrative | ||
Revenue related to reimbursable costs | $ 684,561 | $ 1,925,953 |
Intangible Assets (Narrative) (
Intangible Assets (Narrative) (Details) - USD ($) | Nov. 15, 2017 | Sep. 30, 2015 | Sep. 22, 2015 | Jun. 26, 2015 | Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2020 |
Finite lived intangible assets, gross | $ 30,201 | $ 30,201 | ||||||
Amortization expenses for finite lived intangible assets | 172 | $ 21,654 | ||||||
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 | 172 | $ 172 | ||||||
Finite lived intangible assets, net | 6,209 | |||||||
Customer List [Member] | WebTegrity, LLC [Member] | ||||||||
Finite lived intangible assets, gross | $ 280,000 | |||||||
Finite lived intangible asset useful life | 3 years | |||||||
Amortization expenses for finite lived intangible assets | 0 | $ 21,482 | ||||||
Finite lived intangible assets, net | 0 | |||||||
Loss on impairment of Goodwill and Intangible Assets | 7,161 | |||||||
Goodwill [Member] | ||||||||
Finite lived intangible assets, gross | ||||||||
Other Assets [Member] | Trademark Rights - CLOUDCOMMERCE [Member] | ||||||||
Finite lived intangible assets, gross | $ 10,000 | |||||||
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 | |||||||
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 |
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 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 |
Line of Credit Facility [Line Items] | |||||||||
Interest expense | $ 4,074,731 | $ 188,244 | |||||||
Line of credit | $ 379,797 | ||||||||
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 renewed automatically 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 were determined by the amounts we invoiced our customers. | ||||||||
Line of credit facility restriction terms | During the term of this facility, the third-party lender had a first priority security interest in CLWD Operations, and therefore, we would have needed to obtain such third-party lender’s written consent to obligate CLWD Operations further or pledge our assets against additional borrowing facilities. | ||||||||
Line of credit facility interest description | The cost of this secured borrowing facility is 0.05% of the daily balance. | ||||||||
Interest expense | 13,785 | 34,921 | |||||||
Line of credit | 0 | 0 | |||||||
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 sell 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 had a first priority security interest in Parscale Digital, and therefore, we would have needed to obtain such third party lender’s written consent to obligate it further or pledge our assets against additional borrowing facilities. | ||||||||
Line of credit facility interest description | The cost of this secured borrowing facility is 0.05% of the daily balance. | ||||||||
Interest expense | 0 | 11,205 | |||||||
Line of credit | 0 | 0 | |||||||
Line of credit expired terms | This borrowing facility had an expiration date of November 11, 2019 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 a 12 month agreements with a third party to sell 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 were determined by the amounts we invoiced our customers. | ||||||||
Line of credit facility restriction terms | During the term of these facilities, the third party lender had a first priority security interest in the respective entities, and therefore, we would have been required to obtain 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 were 0.056%, 0.056% and 0.049%, respectively, of the daily balance. | ||||||||
Interest expense | 0 | $ 73,054 | |||||||
Line of credit | $ 0 | $ 0 | |||||||
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 ($) | Jan. 13, 2021 | Jun. 23, 2020 | Jan. 31, 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 | Mar. 31, 2021 |
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 | |||||||||||||||
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 | $ 161,106 | $ 38,894 | ||||||||||||||
Accrued interest portion of debt converted | $ 22,025 | $ 4,236 | ||||||||||||||
Debt conversion converted instrument, shares | 18,313,074 | 4,313,014 | ||||||||||||||
Debt instrument carrying amount | $ 0 | |||||||||||||||
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 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 | May 02, 2019 | Jun. 30, 2020 | Dec. 31, 2020 |
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 lowest trading price during the 15 trading days prior to conversion. | ||||||||
Debt instrument carrying amount | $ 40,772 | ||||||||
Debt legal and administrative cost | $ 3,500 | ||||||||
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 lowest trading price 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) - Bountiful Capital, LLC - A Company Related To Greg Boden, CFO Of The Company [Member] - USD ($) | Sep. 28, 2017 | Aug. 28, 2017 | Aug. 15, 2017 | Aug. 03, 2017 | Mar. 31, 2021 | Jan. 28, 2021 |
Debt Instrument [Line Items] | ||||||
Debt instrument face amount | $ 840,000 | |||||
Debt instrument interest rate | 5.00% | |||||
Convertible Promissory Note Dated August 03, 2017 - The August 3, 2017 Note [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 | $ 0 | |||||
Convertible Promissory Note Dated August 15, 2017 - The August 15, 2017 Note [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 | 0 | |||||
Convertible Promissory Note Dated August 28, 2017 - The August 28, 2017 Note [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 | 0 | |||||
Convertible Promissory Note Dated September 28, 2017 - The September 28, 2017 Note [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 | $ 0 |
Notes Payable (Narrative) (De_2
Notes Payable (Narrative) (Details1) - USD ($) | Mar. 23, 2021 | Mar. 04, 2021 | Feb. 17, 2021 | Feb. 04, 2021 | Jan. 28, 2021 | 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 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Feb. 28, 2019 |
Debt Instrument [Line Items] | ||||||||||||||||||
Interest expense included in repayment | $ 4,074,731 | $ 188,244 | ||||||||||||||||
Depreciation and amortization | 10,749 | $ 31,829 | ||||||||||||||||
Notes payable | $ 565,008 | |||||||||||||||||
Convertible Promissory Note Dated February 17, 2021 - The February 2021 Note [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Debt instrument face amount | $ 683,100 | |||||||||||||||||
Proceeds from issuance of notes payable | $ 683,100 | |||||||||||||||||
Debt instrument interest rate | 5.00% | |||||||||||||||||
Debt instrument description | Payable upon demand, but in no event later than August 31, 2021. | |||||||||||||||||
Debt instrument carrying amount inclusive of accrued interest | 800,657 | |||||||||||||||||
Accrued interest | 117,557 | |||||||||||||||||
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 February 04, 2021 - The February 2021 Note [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Proceeds from issuance of notes payable | $ 780,680 | |||||||||||||||||
Debt instrument interest rate | 1.00% | |||||||||||||||||
Debt instrument description | The note had a five-year term, bore interest at the rate of 1.0% per year, and could have been prepaid at any time without payment of any premium. No payments of principal or interest were due during the six-month period beginning on the date of the Note (the “Deferral Period”). | |||||||||||||||||
Debt instrument carrying amount inclusive of accrued interest | 0 | |||||||||||||||||
Debt instrument forgiveness | $ 780,680 | |||||||||||||||||
Bountiful Capital, LLC - A Company Related To Greg Boden, CFO Of The Company [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Debt instrument face amount | $ 840,000 | |||||||||||||||||
Debt instrument interest rate | 5.00% | |||||||||||||||||
Repayment of notes payable | $ 840,000 | |||||||||||||||||
Bountiful Capital, LLC - A Company Related To Greg Boden, CFO Of The Company [Member] | Restricted Common Stock [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Debt conversion converted instrument, shares | 2,500,000 | |||||||||||||||||
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 | 0 | |||||||||||||||||
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 | 0 | |||||||||||||||||
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 | 0 | |||||||||||||||||
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 | 0 | |||||||||||||||||
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 | 0 | |||||||||||||||||
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 | $ 0 | |||||||||||||||||
Bountiful Capital, LLC - A Company Related To Greg Boden, CFO Of The Company [Member] | Convertible Unsecured Promissory Note Dated January 28, 2021 - The Jan 2021 Note [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Debt instrument face amount | $ 840,000 | |||||||||||||||||
Proceeds from issuance of notes payable | $ 840,000 | |||||||||||||||||
Debt instrument interest rate | 5.00% | |||||||||||||||||
Debt instrument description | Principal and interest under the note are due and payable upon maturity on January 28, 2022, and a prepayment of the note is permitted. | |||||||||||||||||
Repayment of notes payable | $ 840,000 |
Derivative Liabilities (Narrati
Derivative Liabilities (Narrative) (Details) - Derivative Liabilities [Member] - USD ($) | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Loss on derivative liabilities | $ 0 | $ 0 | |
Interest expenses | 329 | 9,295 | |
Debt discount | 0 | $ 103,674 | |
Accrued interest related to convertible notes | $ 0 | $ 0 |
Capital Stock (Narrative) (Deta
Capital Stock (Narrative) (Details) - USD ($) | Feb. 23, 2021 | Mar. 31, 2021 | Mar. 31, 2020 | Mar. 05, 2021 | Dec. 31, 2020 |
Payment of dividends | $ 259,121 | ||||
Common Stock [Member] | |||||
Stock issued | 85,000,000 | ||||
Warrant [Member] | |||||
Prefunded warrants to purchase common stock | 57,857,143 | 28,571,421 | |||
Exercise price per share | $ 0.001 | ||||
Registered direct offering description | On February 23, 2021, the Company closed a registered direct offering pursuant to which the Company issued and sold 85,000,000 shares of common stock, 57,857,143 prefunded warrants to purchase common stock (at an exercise price of $0.001), and 142,857,143 warrants to purchase common stock for gross proceeds of $10,000,000 ($9,942,143 received February 23, 2021 and $57,857 upon exercise of the prefunded warrants), On March 5, 2021, we and the purchaser entered into an amendment agreement to the purchase agreement for the registered direct offering to reduce the exercise price of the warrants from $0.07 to $0.0454 per share of common stock. We also agreed to issue an additional 28,571,421 warrants to the purchaser. The Company also issued 10,714,286 warrants (at an exercise price of $0.0875) to the designees of the placement agent in connection with this transaction. After transaction costs, the Company received net proceeds of $8,500,493, which is being used for operations. | ||||
Warrant [Member] | Minimum [Member] | |||||
Exercise price per share | $ 0.07 | ||||
Warrant [Member] | Maximum [Member] | |||||
Exercise price per share | $ 0.0454 | ||||
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. During the three months ended March 31, 2021 and 2020, we paid dividends of zero and zero, respectively, to the holders of Series A Preferred stock. | ||||
Payment of dividends | $ 148,604 | 8,604 | |||
Debt conversion converted instrument, shares | 10,000 | ||||
Preferred shares converted into common stock | 100,000,000 | ||||
Dividend payable | $ 148,604 | $ 8,604 | |||
Series B Preferred Stock [Member] | |||||
Preferred stock conversion terms | The Series B Preferred Stock is convertible into shares of the Company's common stock in amount determined 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 | The Series B 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 B Preferred Stock. | ||||
Series C Preferred Stock [Member] | |||||
Preferred stock conversion terms | The Series C Preferred Stock is convertible into 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 | The Series C 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 C Preferred Stock. | ||||
Series D Preferred Stock [Member] | |||||
Preferred stock conversion terms | Each share of Series D Preferred Stock has 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. | ||||
Payment of dividends | $ 257,609 | $ 0 | |||
Dividend payable | $ 0 | ||||
Preferred stock voting rights | The Series D 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 D Preferred Stock. | ||||
Series E Preferred Stock [Member] | |||||
Preferred stock conversion terms | The Series E 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 $0.05 per share. | ||||
Preferred stock stated or face value per share | $ 100 | ||||
Preferred stock voting rights | The Series E 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 E Preferred Stock. | ||||
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. | ||||
Accrued dividend | $ 574 | ||||
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. | ||||
Series H Preferred Stock [Member] | |||||
Preferred stock conversion terms | As of March 31, 2021, the Company had 1,000 shares of Series H Preferred Stock outstanding and held by Andrew Van Noy, the Chief Executive Officer of the Company. The 1,000 shares of Series H Preferred stock will be redeemed by the Company at the par value of $0.001 per share on the sooner of: 1) sixty days (60) from the effective date of the Certificate of Designation, 2) on the date Andrew Van Noy ceases to serve as an officer, director or consultant of the Company, or 3) on the date that the Company’s shares of common stock first trade on any national securities exchange. | ||||
Preferred stock voting rights | The Series H Preferred Stock is not convertible into shares of the Company's common stock and entitles the holder to 51% of the voting power of the Company’s shareholders, as set forth in the Certificate of Designation. |
Stock Options And Warrants (Nar
Stock Options And Warrants (Narrative) (Details) - USD ($) | Jan. 05, 2021 | Jun. 02, 2020 | Jan. 17, 2020 | Sep. 30, 2018 | Jan. 03, 2018 | Sep. 18, 2017 | Aug. 01, 2017 | Mar. 31, 2021 | Mar. 31, 2020 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Options exercise price | $ 0.0074 | $ 0.014 | ||||||||||
Stock options exercised | 10,442,467 | |||||||||||
Common Stock [Member] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Stock options exercised | 3,528,955 | |||||||||||
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 | 20,000,000 | 10,000,000 | ||||||||||
Options exercise price | $ 0.04 | $ 0.01 | ||||||||||
Vesting period | 36 months | 36 months | ||||||||||
Expiration date | Jan. 3, 2023 | 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 | 368,000,000 | 17,000,000 | ||||||||||
Options exercise price | $ 0.0068 | $ 0.0018 | ||||||||||
Vesting period | 36 months | 36 months | ||||||||||
Expiration date | Jan. 5, 2026 | Jun. 2, 2025 | ||||||||||
Stock Option [Member] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Intrinsic value of the stock options | $ 25,365,347 | $ 1,366,650 | ||||||||||
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 outstanding | 20,912,852 | |||||||||||
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 ($) | Mar. 04, 2021 | Jan. 28, 2021 | Jan. 17, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 |
Related Party Transaction [Line Items] | ||||||
Debt conversion converted instrument amount | $ 183,131 | $ 89,022 | ||||
Notes payable, related party | 800,657 | $ 792,235 | ||||
Revenue from providing services to Parscale strategy | 3,640 | |||||
Accounts payable - Parscale strategy | 10,517 | 10,517 | ||||
Bountiful Capital, LLC - A Company Related To Greg Boden, CFO Of The Company [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
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 | |||||
Repayment of notes payable | $ 840,000 | |||||
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 | 800,657 | 792,235 | ||||
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 | 0 | $ 194,492 | ||||
Accounts receivable from related parties | $ 0 | $ 0 |
Concentrations (Narrative) (Det
Concentrations (Narrative) (Details) - Number | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Total Revenue [Member] | Four Major Customer [Member] | |||
Concentration Risk [Line Items] | |||
Customer concentration percentage | 54.00% | 36.00% | |
Number of customer | 4 | 4 | |
Total Revenue [Member] | One Major Customer [Member] | |||
Concentration Risk [Line Items] | |||
Customer concentration percentage | 54.00% | 36.00% | |
Number of customer | 1 | 1 | |
Accounts Receivable [Member] | Four Major Customer [Member] | |||
Concentration Risk [Line Items] | |||
Customer concentration percentage | 60.00% | 32.00% | |
Number of customer | 4 | 4 | |
Accounts Receivable [Member] | Two Customers [Member] | |||
Concentration Risk [Line Items] | |||
Customer concentration percentage | 60.00% | 32.00% | |
Number of customer | 2 | 2 |
Commitments and Contingencies_6
Commitments and Contingencies (Narrative) (Details) - USD ($) | Aug. 01, 2017 | May 21, 2014 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 |
Other Commitments [Line Items] | |||||
Operating lease, right of use assets | $ 146,227 | $ 171,549 | |||
Operating lease, right of use liability | 146,227 | 171,548 | |||
Total operating lease expenses | 37,042 | $ 29,400 | |||
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 Giles-Parscale, 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 | 146,227 | ||||
Operating lease, right of use liability | 146,227 | ||||
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 | $ 11,550 | $ 12,600 | |||
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. This lease expired on July 31, 2020 and has a remaining balance owed of $10,517, included in Related Party Accounts Payable. 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. |
Supplemental Statement Of Cas_2
Supplemental Statement Of Cash Flows Information (Narrative) (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Series A Preferred Stock [Member] | ||
Other Significant Noncash Transactions [Line Items] | ||
Debt conversion converted instrument, shares | 10,000 | |
Supplemental Non Cash Financing Activities [Member] | Series G Preferred Stock [Member] | ||
Other Significant Noncash Transactions [Line Items] | ||
Debt conversion original debt amount | $ 259,698 | |
Accrued interest portion of debt converted | 2,597 | |
Supplemental Non Cash Financing Activities [Member] | ROU Operating Leases [Member | ||
Other Significant Noncash Transactions [Line Items] | ||
Increase in ROU assets | 25,322 | $ 22,291 |
Increase in operating lease liability | 25,322 | 22,291 |
Supplemental Non Cash Financing Activities [Member] | Convertible Promissory Note [Member] | ||
Other Significant Noncash Transactions [Line Items] | ||
Discount on convertible notes and derivative liability | 87,816 | |
Supplemental Non Cash Financing Activities [Member] | Convertible Promissory Note [Member] | Stock Option [Member] | ||
Other Significant Noncash Transactions [Line Items] | ||
Stock option exercised | $ 3,666,668 | |
Supplemental Non Cash Financing Activities [Member] | Convertible Promissory Note [Member] | Series A Preferred Stock [Member] | ||
Other Significant Noncash Transactions [Line Items] | ||
Preferred stock shares outstanding | 10,000 | |
Supplemental Non Cash Financing Activities [Member] | Convertible Promissory Note [Member] | Common Stock [Member] | ||
Other Significant Noncash Transactions [Line Items] | ||
Debt conversion original debt amount | $ 183,131 | $ 89,022 |
Debt conversion converted instrument, shares | 18,313,074 | 78,857,470 |
Reduction to derivative liability | $ 80,357 | |
Shares converted to common stock | 100,000,000 | |
Stock option converted to common stock | 3,528,955 | |
Warrant converted to common stock | 8,556,034 | |
Supplemental Non Cash Financing Activities [Member] | Convertible Promissory Note [Member] | Warrant [Member] | ||
Other Significant Noncash Transactions [Line Items] | ||
Warrant exercised | $ 10,000,000 |
Subsequent Events (Narrative) (
Subsequent Events (Narrative) (Details) - USD ($) | Apr. 14, 2021 | Apr. 06, 2021 | May 07, 2021 | Apr. 21, 2021 | Apr. 15, 2021 | Apr. 09, 2021 | Mar. 31, 2021 | Feb. 23, 2021 | Mar. 31, 2020 |
Subsequent Event [Line Items] | |||||||||
Shares of common stock of exercise of stock option | 265,946,574 | 163,134,246 | |||||||
Warrant [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Warrants exercise price | $ 0.001 | ||||||||
Subsequent Event [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Stock issued to lender | 47,857,143 | ||||||||
Subsequent Event [Member] | Common Stock [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Increase number of authorised shares | 10,000,000,000 | ||||||||
Shares of common stock of exercise of stock option | 97,625 | 5,205,359 | |||||||
Shares issued for cashless exercise of warrant | 1,895,536 | 5,558,823 | |||||||
Subsequent Event [Member] | Warrant [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Warrants exercise price | $ 0.001 | ||||||||
Proceeds from warrant exercise | $ 47,857 |