Notes Payable

Note 4 – Notes Payable

Notes payable as of June 30, 2019 and December 31, 2018 is as follows:

	Outstanding Principal as of									Warrants granted
	June 30, 2019		December 31, 2018			Interest Rate			Maturity Date	Quantity		Exercise Price
July 2018 Loan Agreement		-		50,000			6	%	August 2018		15,000		-
				50,000
Less: Debt Discount		-		-
Less: Debt Issuance Costs		-		(74	)
	$	-	$	49,926

During the six months ended June 30, 2019 the Company repaid $50,000 in principal and $1,893 in interest.

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Convertible Note Payable

6 Months Ended

Jun. 30, 2019

Commitments and Contingencies

Convertible Note Payable

Note 5 – Convertible Note Payable

Convertible notes payable as of June 30, 2019 and December 31, 2018 is as follows:

	Outstanding Principal as of													Warrants granted
	June 30, 2019			December 31, 2018			Interest Rate			Conversion Price			Maturity Date	Quantity		Exercise Price
The February 2018 Convertible Note Offering		62,492			75,000			15	%		0.20	(*)	January – February 2020		253,919		4.00
The March 2018 Convertible Note Offering		75,000			75,000			14	%		0.20	(*)	March – April 2020		240,342		4.00
The February 2019 Convertible Note Offering		1,993,025			-			10	%		0.25	(*)	February – March 2020		133,190		6.00
		2,130,517			150,000
Less: Debt Discount		(178,760	)		(17,280	)
Less: Debt Issuance Costs		(4,135	)		(9,239	)
		1,947,622			123,481
Less: Current Debt		(1,947,622	)		-
Total Long-Term Debt	$	-		$	123,481

(*)

As subject to adjustment as further outlined in the notes

The February 2018 Convertible Note Offering

During the three months ended March 31, 2018, the Company conducted multiple closings of a private placement offering to accredited investors (the "February 2018 Convertible Note Offering") of units of the Company's securities by entering into subscription agreements with "accredited investors" (the "February 2018 Investors") for aggregate gross proceeds of $725,000. In addition, $250,000 of the Company's short-term debt along with accrued but unpaid interest of $40,675 was exchanged for convertible debt in the February 2018 Offering. These conversions resulted in the issuance of 72,669 warrants with a fair value of $181,139. These were recorded as a loss on extinguishment of debt.

The February 2018 Convertible Note Offering consisted of a maximum of $750,000 of units of the Company's securities (each, a "February 2018 Unit" and collectively, the "February 2018 Units"), with each February 2018 Unit consisting of (a) a 15% Convertible Secured Promissory Note (each a "February 2018 Convertible Note" and together the "February 2018 Convertible Notes"), convertible into shares of the Company's common stock, par value $.001 per share ("February 2018 Conversion Shares") at a conversion price of $0.20 per share (the "February 2018 Note Conversion Price"), and (b) a five-year warrant (each a "February 2018 Offering Warrant and together the "February 2018 Offering Warrants") to purchase common stock equal to one hundred percent (100%) of the shares into which the February 2018 Convertible Notes can be converted into ("February 2018 Warrant Shares") at an exercise price of $4.00 per share ("February 2018 Warrant Exercise Price"). The February 2018 Offering Notes mature on the second (2nd) anniversary of their issuance dates. The February 2018 Offering Notes are secured by a second priority security interest in the Company's assets up to $1,000,000.

The February 2018 Note Conversion Price and the February 2018 Offering Warrant Exercise Price are subject to adjustment for issuances of the Company's common stock or any equity linked instruments or securities convertible into the Company's common stock at a purchase price of less than the prevailing Conversion Price or Exercise Price. Such adjustment shall result in the Conversion Price and Exercise Price being reduced to such lower purchase price, subject to carve-outs as described therein.

The conversion feature of the February 2018 Convertible Note Offering provides for an effective conversion price that is below market value on the date of issuance. Such feature is normally characterized as a beneficial conversion feature ("BCF"). When the Company records a BCF the relative fair value of the BCF is recorded as a debt discount against the face amount of the respective debt instrument. The Company recorded a BCF and related debt discount of $37,350, the discount is being accreted over the life of the first Debenture to accretion of debt discount and issuance cost.

In connection with the February 2018 Convertible Note Offering, the Company retained a placement agent (the "Placement Agent"), to carry out the Offering on a "best-efforts" basis. For services in its capacity as Placement Agent, the Company has paid the Placement Agent a cash fee of $94,250 and issued to the Placement Agent shares of the Company's common stock equal to ten percent (10%) of the Conversion Shares underlying the February 2018 Convertible Notes or 362,500 shares that had a fair value of $74,881, which was recorded as issuance cost and is being accreted over the life of these notes to accretion of debt discount and issuance cost.

During the Year ended December 31, 2018, the Company converted $940,675 of principal and $86,544 of unpaid interest into the August 2018 Equity Raise (as defined in Note 7 below).

During the six months ended June 30, 2019 the company repaid $12,508 in principal.

The March 2018 Convertible Note Offering

During the three months ended March 31, 2018, the Company conducted multiple closings of a private placement offering to accredited investors (the "March 2018 Convertible Note Offering") of units of the Company's securities by entering into subscription agreements with "accredited investors" (the "March 2018 Investors") for aggregate gross proceeds of $770,000. In addition, $50,000 of the Company's short-term debt, $767 accrued but unpaid interest and $140,600 of the Company's vendor liabilities was exchanged for convertible debt within the March 2018 Convertible Note Offering. These conversions resulted in the issuance of 47,842 warrants with a fair value of $84,087. These were recorded as a loss on extinguishment of debt.

The March 2018 Convertible Note Offering consisted of a maximum of $900,000, with an over-allotment option of an additional $300,000 of units of the Company's securities (each, a "March 2018 Unit" and collectively, the "March 2018 Units"), with each March 2018 Unit consisting of (a) a 14% Convertible Secured Promissory Note (each a "March 2018 Note" and together the "March 2018 Notes"), convertible into shares of the Company's common stock, par value $.001 per share ("Conversion Shares") at a conversion price of $0.20 per share (the "Conversion Price"), and (b) a four-year warrant (each a "Warrant and together the "Warrants") to purchase common stock equal to one hundred percent (100%) of the shares into which the Notes can be converted into ("Warrant Shares") at an exercise price of $4.00 per share ("Exercise Price"). The March 2018 Notes mature on the second (2nd) anniversary of their issuance dates.

The Conversion Price of the March 2018 Note and the Exercise Price of the Warrants are subject to adjustment for issuances of the Company's common stock or any equity linked instruments or securities convertible into the Company's common stock at a purchase price of less than the prevailing Conversion Price or Exercise Price. Such adjustment shall result in the Conversion Price and Exercise Price being reduced to such lower purchase price, subject to carve-outs as described therein.

During the Year ended December 31, 2018, the Company converted $886,367 of principal and $51,293 of unpaid interest pursuant to the August 2018 Equity Raise (as defined below).

The February 2019 Convertible Note Offering

During the six months ended June 30, 2019, the Company conducted an offering to accredited investors (the "February 2019 Convertible Note Offering") of units of the Company's securities by entering into subscription agreements with "accredited investors" (the "February 2019 Investors") for aggregate gross proceeds of $1,993,025.

The February 2019 Notes mature on the first (1^st) anniversary of their issuance dates. In the event that the Offering's Purchasers do not choose to convert the Notes into the Common Stock on or prior to the Maturity Dates, the principal and interest evidenced by the Note shall be mandatorily converted upon the earlier of (i) the listing of the Common Stock onto a national securities exchange, or (ii) upon a Qualified Offering.

The Conversion Price of the February 2019 Note and the Exercise Price of the Warrants are subject to adjustment for issuances of the Company's common stock or any equity linked instruments or securities convertible into the Company's common stock at a purchase price of less than the prevailing Conversion Price or Exercise Price. Such adjustment shall result in the Conversion Price and Exercise Price being reduced to such lower purchase price, subject to carve-outs as described therein.

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Related Party Loans

6 Months Ended

Jun. 30, 2019

Related Party Loans

Note 6 – Related Party Loans

Convertible notes

Convertible notes payable – related party as of June 30, 2019 and December 31, 2018 is as follows:

	Outstanding Principal as of										Warrants granted
	June 30, 2019			December 31, 2018			Interest Rate			Maturity Date	Quantity		Exercise Price
The March 2018 Convertible Note Offering		400			400			14	%	March 2020		59,850		4.00
The February 2019 Convertible Note Offering		20,000			-			10	%	February – March 2020		1,320		6.00
		20,400			400
Less: Debt Discount		(34	)		(72	)
Less: Debt Issuance Costs		-			-
		20,366			328
Less: Current Debt		(20,366	)		-
Total Long-Term Debt	$	-		$	328

The March 2018 Convertible Note Offering

The March 2018 Convertible Note Offering consisted of a maximum of $900,000, with an over-allotment option of an additional $300,000, of units of the Company's securities (each, a "March 2018 Unit" and collectively, the "March 2018 Units"), with each March 2018 Unit consisting of (a) a 14% Convertible Secured Promissory Note (each a "March 2018 Note" and together the "March 2018 Notes"), convertible into shares of the Company's common stock, par value $.001 per share ("Conversion Shares") at a conversion price of $0.20 per share (the "Conversion Price"), and (b) a four-year warrant (each a "Warrant and together the "Warrants") to purchase common stock equal to one hundred percent (100%) of the shares into which the Notes can be converted into ("Warrant Shares") at an exercise price of $4.00 per share ("Exercise Price"). The Notes mature on the second (2nd) anniversary of their issuance dates.

The Conversion Price of the Note and the Exercise Price of the Warrants are subject to adjustment for issuances of the Company's common stock or any equity linked instruments or securities convertible into the Company's common stock at a purchase price of less than the prevailing Conversion Price or Exercise Price. Such adjustment shall result in the Conversion Price and Exercise Price being reduced to such lower purchase price, subject to carve-outs as described therein.

During the year ended December 31, 2019, the Company converted $239,000 of principal and $15,401 of unpaid interest into the August 2018 Equity Raise (as defined below).

The February 2019 Convertible Note Offering

During the Six months ended June 30, 2019, the Company conducted an offering to accredited investors (the "February 2019 Convertible Note Offering") of units of the Company's securities by entering into subscription agreements with "accredited investors" (the "February 2019 Investors") for aggregate gross proceeds of $20,000.

Notes payable

Notes payable – related party as of June 30, 2019 and December 31, 2018 is as follows:

	Outstanding Principal as of										Warrants granted
	June 30, 2019			December 31, 2018			Interest Rate			Maturity Date	Quantity		Exercise Price
The May 2016 Rosen Loan Agreement	$	-		$	1,000,000			13	%	November 26, 2017		50,000	$	8.00
The June 2018 Frommer Loan Agreement		10,000			10,000			6	%	August 17, 2018		1,500		4.00
The July 2018 Rosen Loan Agreement		-			56,695			6	%	August 17, 2018		1,500		4.00
The July 2018 Schiller Loan Agreements		20,863			40,000			6	%	August 17, 2018		7,500		4.00
The December 2018 Gravitas Loan Agreement		-			50,000			6	%	January 22, 2019		2,500		6.00
The December 2018 Rosen Loan Agreement		75,000			75,000			6	%	January 26, 2019		3,750		6.00
The January 2019 Rosen Loan Agreement		175,000			-			10	%	February 15, 2019		15,000		6.00
The February 2019 Gravitas Loan Agreement		-			-			5	%	February 28, 2019		375		6.00
The February 2019 Rosen Loan Agreement		50,000			-			10	%	February 28, 2019		5,000		6.00
The March 2019 Gravitas Loan Agreement		-			-			6	%	April 11, 2019		500		6.00
The May 2019 Loan Agreement		-						6	%	June 4, 2019		150		4.00
The June 2019 Loan Agreement		2,400,000						12.5	%	December 3, 2019		-		-
		2,730,863			1,235,000
Less: Debt Discount		(79,067	)		(11,927	)
		2,651,796			1,223,073
Less: Current Debt		(2,651,796	)		(1,223,073	)
	$	-		$	-

The May 2016 Rosen Loan Agreement

On May 26, 2016, the Company entered into a loan agreement (the "May 2016 Rosen Loan Agreement") with Arthur Rosen, an individual ("Rosen"), pursuant to which on May 26, 2016 (the "Closing Date"), Rosen provided the Company a secured term loan in the principal amount of $1,000,000 (the "May 2016 Rosen Loan"). In connection with the May 2016 Rosen Loan Agreement, on May 26, 2016, the Company and Rosen entered into a security agreement (the "Rosen Security Agreement"), pursuant to which the Company granted to Rosen a senior security interest in substantially all of the Company's assets as security for repayment of the May 2016 Rosen Loan. Pursuant to the May 2016 Rosen Loan Agreement, the May 2016 Rosen Loan bears interest at a rate of 12.5% per annum, compounded annually and payable on the maturity date of May 26, 2017 (the "May 2016 Rosen Maturity Date") at which time all outstanding principal, accrued and unpaid interest and other amounts due under the May 2016 Rosen Loan are due. The Company entered into an amendment to the May 2016 Rosen Loan extending the May 2016 Rosen Maturity Date to November 26, 2017. As additional consideration for entering in the May 2016 Rosen Loan Agreement, the Company issued Rosen a five-year warrant to purchase 50,000 shares of the Company's common stock at a purchase price of $2.00 per share (the "May 2016 Rosen Warrant"). The May 2016 Rosen Warrant contains anti-dilution provisions as further described therein. On September 7, 2017 (the "Conversion Date"), Rosen converted all accrued but unpaid interest on the May 2016 Rosen Loan from May 26, 2016 through September 6, 2017 in the amount of $124,306 (the "May 2016 Rosen Loan Interest") into the Company's August Convertible Note Offering, after which May 2016 Rosen Loan Interest was deemed paid in full through the Conversion Date. On March 29, 2019, the Company entered into an agreement with Mr. Rosen to further extend the maturity date of this loan to May 15, 2019. On June 3, 2019, this loan was converted into The June 2019 Loan Agreement (as defined below).

The June 2018 Frommer Loan Agreement

On June 29, 2018, the Company entered into a loan agreement (the "June 2018 Frommer Loan Agreement") with Jeremy Frommer, an officer of the Company, whereby the Company issued Frommer a promissory note in the principal amount of $10,000 (the "June 2018 Frommer Note"). As additional consideration for entering in the June 2018 Frommer Note Loan Agreement, the Company issued Frommer a four-year warrant to purchase 1,500 shares of the Company's common stock at a purchase price of $4.00 per share. Pursuant to the June 2018 Frommer Loan Agreement, the June 2018 Frommer Note bears interest at a rate of 6% per annum and payable on the maturity date of August 17, 2018 (the "June 2018 Frommer Maturity Date"). On November 8, 2018 the Company executed upon an agreement that extended the maturity date of the June 2018 Frommer Agreement to March 7, 2019. As part of the extension agreement, the Company issued Frommer an additional 2,043 warrants to purchase common stock of the Company at an exercise price of $6.00. These warrants had a fair value of $4,645 which was recorded to loss on extinguishment of debt. On February 18, 2019 the Company executed upon an agreement that further extended the maturity date of the June 2018 Frommer Agreement to March 7, 2019. As part of the extension agreement, the Company issued Frommer an additional 2,077 warrants to purchase common stock of the Company at an exercise price of $6.00. On March 29, 2019 the Company entered into an agreement with Mr. Frommer that further extended the maturity date of this loan to May 15, 2019. On June 29, 2019 the Company entered into an agreement with Mr. Frommer that further extended the maturity date of this loan to December 15, 2019.

The First July 2018 Schiller Loan Agreement

On July 3, 2018, the Company entered into a loan agreement (the "First July 2018 Schiller Loan Agreement") with Schiller, a member of the Board, whereby the Company issued Schiller a promissory note in the principal aggregate amount of $35,000 (the "First July 2018 Schiller Note"). As additional consideration for entering in the First July 2018 Schiller Loan Agreement, the Company issued Schiller a four-year warrant to purchase 3,750 shares of the Company's common stock at a purchase price of $4.00 per share. Pursuant to the agreement, the note bears interest at a rate of 6% per annum and payable on the maturity date of August 17, 2018. Subsequent to the balance sheet date, on November 8, 2018 the Company executed upon an agreement that extended the maturity date of this loan to March 7, 2019. As part of the extension agreement, the Company issued Schiller warrants to purchase 7,149 shares of common stock of the Company at an exercise price of $6.00. On February 18, 2019 the Company executed upon an agreement that further extended the maturity date of the First July 2018 Schiller Loan Agreement to March 7, 2019. As part of the extension agreement, the Company issued Schiller an additional 3,204 warrants to purchase common stock of the Company at an exercise price of $6.00. On March 29, 2019 the Company entered into an agreement with Mr. Schiller that extended the maturity date of this loan to May 15, 2019.

During the 6 months ended June 30, 2019 $15,000 in principal and $863 of unpaid interest was converted into the February 2019 Convertible Note Offering and the loan is no longer outstanding.

The Second July 2018 Schiller Loan Agreement

On July 17, 2018, the Company entered into a loan agreement (the "Second July 2018 Schiller Loan Agreement") with Schiller, a member of the Board, whereby the Company issued Schiller a promissory note in the principal aggregate amount of $25,000 (the "Second July 2018 Schiller Note"). As additional consideration for entering in the Second July 2018 Schiller Loan Agreement, the Company issued Schiller a four-year warrant to purchase 3,750 shares of the Company's common stock at a purchase price of $4.00 per share. Pursuant to the Second July 2018 Schiller Loan Agreement, the Second July 2018 Schiller Note bears interest at a rate of 6% per annum and payable on the maturity date of August 17, 2018. Subsequent to the balance sheet date, on November 8, 2018 the Company executed upon an agreement that extended the maturity date of this loan to March 7, 2019. As part of the extension agreement, the Company issued Schiller warrants to purchase 5,095 shares of common stock of the Company at an exercise price of $6.00. On February 18, 2019 the Company executed upon an agreement that further extended the maturity date of the Second July 2018 Schiller Loan Agreement to March 7, 2019. As part of the extension agreement, the Company issued Schiller an additional 5,180 warrants to purchase common stock of the Company at an exercise price of $6.00. On March 29, 2019 the Company entered into an agreement with Mr. Schiller that further extended the maturity date of this loan to May 15, 2019.

During the 6 months ended June 30, 2019 $4,137 in principal was converted into the February 2019 Convertible Note Offering.

The First July 2018 Rosen Loan Agreements

During the six months ended June 30, 2019 the company repaid $10,000 of principal and $1,123 of unpaid interest and the loan is no longer outstanding.

The Second July 2018 Rosen Loan Agreements

On July 18, 2018, the Company entered into a loan agreement (the "Second July 2018 Rosen Loan Agreement") with Rosen, whereby the Company issued Rosen a promissory note in the principal aggregate amount of $50,000 (the "Second July 2018 Rosen Note") resulting from the conversion of a demand note (as described below). As additional consideration for entering into the Second July 2018 Rosen Loan Agreement, the Company issued Rosen a four-year warrant to purchase 7,500 shares of the Company's common stock at a purchase price of $6.00 per share. Pursuant to the Second July 2018 Rosen Loan Agreement, the Second July 2018 Rosen Note bears interest at a rate of 6% per annum and payable on the maturity date of August 17, 2018. On November 8, 2018 the Company executed upon an agreement that extended the maturity date of this loan to March 7, 2019. As part of the extension agreement, the Company issued Rosen warrants to purchase 10,198 shares of common stock of the Company at an exercise price of $6.00. On February 18, 2019 the Company executed upon an agreement that further extended the maturity date of the Second July 2018 Rosen Loan Agreement to March 7, 2019. As part of the extension agreement, the Company issued Rosen an additional 2,072 warrants to purchase common stock of the Company at an exercise price of $6.00. On March 29, 2019 the Company entered into an agreement with Mr. Rosen that further extended the maturity date of this loan to May 15, 2019.

During the six months ended June 30, 2019 the company repaid $50,000 of principal and $2,900 of unpaid interest and the loan is no longer outstanding.

The December 2018 Rosen Loan Agreement

On December 27, 2018, the Company entered into a loan agreement (the "December 2018 Rosen Loan Agreement") with Rosen, whereby the Company issued Rosen a promissory note in the principal amount of $75,000 (the "December 2018 Rosen Note"). As additional consideration for entering in the December 2018 Rosen Note Loan Agreement, the Company issued Rosen a four-year warrant to purchase 3,750 shares of the Company's common stock at a purchase price of $6.00 per share. Pursuant to the December 2018 Rosen Loan Agreement, the December 2018 Rosen Note bears interest at a rate of 6% per annum and payable on the maturity date of January 26, 2019 (the "December 2018 Rosen Maturity Date"). On February 18, 2019 the Company executed upon an agreement that further extended the maturity date of the December 2018 Rosen Loan Agreement to March 7, 2019. As part of the extension agreement, the Company issued Rosen an additional 35,194 warrants to purchase common stock of the Company at an exercise price of $6.00. On March 29, 2019 the Company entered into an agreement with Mr. Rosen that extended the maturity date of this loan to May 15, 2019. On August 8, 2019 the Company entered into an agreement further extending the maturity date to September 20, 2019.

The December 2018 Gravitas Capital Loan Agreement

On December 27, 2018, the Company entered into a loan agreement (the "December 2018 Gravitas Capital Loan Agreement") with Gravitas Capital, whereby the Company issued Gravitas Capital a promissory note in the principal amount of $50,000 (the "December 2018 Gravitas Capital Note"). As additional consideration for entering in the December 2018 Gravitas Capital Note Loan Agreement, the Company issued Gravitas Capital a four-year warrant to purchase 2,500 shares of the Company's common stock at a purchase price of $6.00 per share. Pursuant to the December 2018 Gravitas Capital Loan Agreement, the December 2018 Gravitas Capital Note bears interest at a rate of 6% per annum and payable on the maturity date of January 27, 2019 (the "December 2018 Gravitas Capital Maturity Date").

During the six months ended June 30, 2019 the Company repaid $50,000 in principal and $250 in interest and the loan is no longer outstanding.

The January 2019 Rosen Loan Agreement

On January 30, 2019, the Company entered into a loan agreement (the "January 2019 Rosen Loan Agreement") with Rosen, whereby the Company issued Rosen a promissory note in the principal amount of $175,000 (the "January 2019 Rosen Note"). As additional consideration for entering in the January 2019 Rosen Note Loan Agreement, the Company issued Rosen a four-year warrant to purchase 15,000 shares of the Company's common stock at a purchase price of $6.00 per share. Pursuant to the January 2019 Rosen Loan Agreement, the January 2019 Rosen Note bears interest at a rate of 10% per annum and payable on the maturity date of February 15, 2019 (the "January 2019 Rosen Maturity Date"). On February 19, 2018 the Company executed upon an agreement that extended the maturity date of this loan to March 7, 2019. As part of the extension agreement, the Company issued Rosen warrants to purchase 35,194 shares of common stock of the Company at an exercise price of $6.00. On March 29, 2019 the Company entered into an agreement with Mr. Rosen that extended the maturity date of this loan to May 15, 2019. On August 8, 2019 the Company entered into an agreement further extending the maturity date to September 20, 2019.

The February 2019 Gravitas Capital Loan Agreement

On February 6, 2019, the Company entered into a loan agreement (the "February 2019 Gravitas Capital Loan Agreement") with Gravitas Capital, whereby the Company issued Gravitas Capital a promissory note in the principal amount of $75,000 (the "February 2019 Gravitas Capital Note"). As additional consideration for entering in the February 2019 Gravitas Capital Note Loan Agreement, the Company issued Gravitas Capital a four-year warrant to purchase 375 shares of the Company's common stock at a purchase price of $6.00 per share. Pursuant to the February 2019 Gravitas Capital Loan Agreement, the February 2019 Gravitas Capital Note bears interest at a rate of 5% per annum and payable on the maturity date of February 28, 2019 (the "February 2019 Gravitas Capital Maturity Date").

During the six months ended June 30, 2019 the Company repaid $75,000 in principal and $3,500 in interest and the loan is no longer outstanding.

The February 2019 Rosen Loan Agreement

On February 14, 2019, the Company entered into a loan agreement (the "February 2019 Rosen Loan Agreement") with Rosen, whereby the Company issued Rosen a promissory note in the principal amount of $50,000 (the "February 2019 Rosen Note"). As additional consideration for entering in the February 2019 Rosen Note Loan Agreement, the Company issued Rosen a four-year warrant to purchase 5,000 shares of the Company's common stock at a purchase price of $6.00 per share. Pursuant to the February 2019 Rosen Loan Agreement, the February 2019 Rosen Note bears interest at a rate of 10% per annum and payable on the maturity date of February 28, 2019 (the "February 2019 Rosen Maturity Date"). On March 29, 2019 the Company entered into an agreement with Mr. Rosen that extended the maturity date of this loan to May 15, 2019. On August 8, 2019 the Company entered into an agreement further extending the maturity date to September 20, 2019.

The March 2019 Gravitas Capital Loan Agreement

On March 11, 2019, the Company entered into a loan agreement (the "March 2019 Gravitas Capital Loan Agreement") with Gravitas Capital, whereby the Company issued Gravitas Capital a promissory note in the principal amount of $80,000 (the "March 2019 Gravitas Capital Note"). As additional consideration for entering in the March 2019 Gravitas Capital Note Loan Agreement, the Company issued Gravitas Capital a four-year warrant to purchase 375 shares of the Company's common stock at a purchase price of $6.00 per share. Pursuant to the March 2019 Gravitas Capital Loan Agreement, the March 2019 Gravitas Capital Note bears interest at a rate of 6% per annum and payable on the maturity date of April 11, 2019 (the "March 2019 Gravitas Capital Maturity Date"). On April 12, 2019 the Company executed upon an agreement that further extended the maturity date of the March 2019 Gravitas Capital Loan Agreement to May 15, 2019. As part of the extension agreement, the Company issued Gravitas Capital an additional 500 warrants to purchase common stock of the Company at an exercise price of $6.00.

During the six months ended June 30, 2019 the company repaid $80,000 of principal and $10,000 of unpaid interest and the loan is no longer outstanding.

The May 2019 Loan Agreement

On May 31, 2019, the Company entered into a loan agreement (the "May 2019 Loan Agreement"), whereby the Company issued a promissory note in the principal amount of $10,000 (the "May 2019 Note"). Pursuant to the May 2019 Loan Agreement, the May 2019 Note bears interest at a rate of $500 per month. As additional consideration for entering in the May 2019 Loan Agreement, the Company issued a four-year warrant to purchase 150 shares of the Company's common stock at a purchase price of $4.00 per share.

During the six months ended June 30, 2019 the Company repaid $10,000 in principal and $500 in interest and the loan is no longer outstanding.

The June 2019 Loan Agreement

On June 3, 2019, the Company entered into a loan agreement (the "June 2019 Loan Agreement"), pursuant to which the Company was to be indebted in the amount of $2,400,000, of which $1,200,000 was funded by June 30, 2019 and $1,200,000 was exchanged from the May 2016 Rosen Loan Agreement dated May 26, 2016 in favor of Rosen for a joint and several interest in the Term Loan pursuant to the Debt Exchange Agreement. The June 2019 Loan Agreement, the June 2019 Loan bears interest at a rate of 12.5% per annum, compounded annually and payable on the maturity date of December 3, 2019 (the "June 2019 Maturity Date") at which time all outstanding principal, accrued and unpaid interest and other amounts due under the June 2019. In connection with the conversion of the May 2016 Rosen Loan Agreement the Company recorded a debt discount of $92,752. The debt discount is being accreted over the life of the note to accretion of debt discount and issuance cost.

Demand loan

On June 13, 2019, Standish made non-interest bearing loans of $100,000 to the Company in the form of cash. The loan is due on demand and unsecured

Officer compensation

During the six months ended June 30, 2019 the Company paid $24,342 for living expenses for officers of the Company.

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Stockholders' Deficit

6 Months Ended

Jun. 30, 2019

Equity [Abstract]

Stockholders' Deficit

Note 7 - Stockholders' Deficit

Shares Authorized

Reverse Stock Split

On July 25, 2019, following stockholder and Board approval, the Company filed a Certificate of Change to its Articles of Incorporation (the "Amendment"), with the Secretary of State of the State of Nevada to effectuate a one-for-twenty (1:20) reverse stock split (the "Reverse Stock Split") of its common stock, par value $0.001 per share, without any change to its par value. The Amendment became effective on July 30, 2019. The number of shares authorized for common and preferred stock were not affected by the Reverse Stock Split. No fractional shares were issued in connection with the Reverse Stock Split as all fractional shares were "rounded up" to the next whole share.

All share and per share amounts for the common stock have been retroactively restated to give effect to the reverse splits.

Preferred Stock

As of June 30, 2019, and December 31, 2018 there were no preferred stock issued or outstanding.

Common Stock

On January 4, 2019, the Company issued 2,000,000 shares of its restricted common stock to consultants in exchange for services at a fair value of $240,000.

On January 3, 2019, the Company issued 500,000 shares of its restricted common stock to consultants in exchange for services at a fair value of $70,050.

August 2018 Equity Raise

Effective August 31, 2018 (the "Effective Date"), the Company consummated the initial closing (the "Initial Closing") of a private placement offering of its securities of up to $5,000,000 (the "August 2018 Equity Raise"). During the three months ended March 31, 2019 the Company entered into definitive securities purchase agreements (the "Purchase Agreements") for aggregate gross proceeds of $649,829. Pursuant to the Purchase Agreement, the Purchasers purchased an aggregate of 2,599,320 shares of common stock at $0.25 per share and received warrants to purchase 129,966 shares of common stock at an exercise price of $6.00 per share (the "Purchaser Warrants", collectively, the "Securities").

The Purchaser Warrants are exercisable for a term of five years from the Initial Exercise Date (as defined in the Purchaser Warrants).

Tender offers

	Warrants subject to tender		Common shares issuable		Warrants tendered		Shares issued
Tender offer 1		61,832,962		20,610,782		50,602,968		16,977,084
Tender offer 2		53,754,849		26,727,425		50,052,133		25,026,377
Total		115,587,811		47,338,207		100,655,101		42,003,461

Tender 1

In February 2019 the Company offered to its holders of certain outstanding warrants (the "Tender 1 Warrants"), each with an exercise price of $4.00, by agreeing to receive thirty-three thousand three hundred and thirty three (33,333) Shares in exchange for every one-hundred thousand (100,000) Warrants tendered by the holders of Warrants (the "Exchange Ratio"). The Exchange Ratio was selected by the Company in order to provide the holders of the Warrants with an incentive to exchange the Warrants. The Tender closed on April 15, 2019. The Company considered the fair value accounting for all share-based payments awards. The fair value of each warrant tendered is estimated on the tender date using the Black-Scholes option-pricing model. Since the fair of the warrants were in excess of the fair value of common stock the company did not record an inducement expense.

Tender 2

In April 2019 the Company offered to its holders of certain outstanding warrants (the "Tender 2 Warrants"), each with an exercise price of $6.00, by agreeing to receive fifty thousand (50,000) Shares in exchange for every one-hundred thousand (100,000) Warrants tendered by the holders of Warrants (the "Exchange Ratio"). The Exchange Ratio was selected by the Company in order to provide the holders of the Warrants with an incentive to exchange the Warrants. The Tender closed on May 17, 2019. The Company considered the fair value accounting for all share-based payments awards. The fair value of each warrant tendered is estimated on the tender date using the Black-Scholes option-pricing model. Since the fair of the warrants were in excess of the fair value of common stock the company did not record an inducement expense.

Warrants

The Company applied fair value accounting for all share-based payments awards. The fair value of each warrant granted is estimated on the date of grant using the Black-Scholes option-pricing model.

The assumptions used for warrants granted during the six months ended June 30, 2019 are as follows:

	June 30, 2019	June 30, 2018
Exercise price	$ 4.00-6.00	$4
Expected dividends	0%	0%
Expected volatility	107.59%-114.13% %	92.14% - 100.56 %
Risk free interest rate	1.93-2.41 %	1.64% - 2.69 %
Expected life of warrant	4-5 years	4 – 5 years

Warrant Activities

The following is a summary of the Company's warrant activity:

	Warrants			Weighted Average Exercise Price

Outstanding – December 31, 2018		5,548,1418			5.40
Granted		422,314			5.89
Exercised		-			-
Forfeited/Cancelled		(5,252,130	)		5.32
Outstanding and Exercisable – June 30, 2019		713,135			5.20

Warrants Outstanding								Warrants Exercisable
Exercise price		Number Outstanding		Weighted Average Remaining Contractual Life (in years)		Weighted Average Exercise Price		Number Exercisable		Weighted Average Exercise Price
$	5.20		718,325		3.32		5.20		718,325		3.32

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Commitments and Contingencies

6 Months Ended

Jun. 30, 2019

Leases [Abstract]

Note 11 – Commitments and Contingencies

Lease Agreements

Total future minimum payments required under the lease as of June 30, 2019 are as follows:

Twelve Months Ending June 30,
2020	$	102,927
2021		106,927
2022		111,257
2023		109,730
2024		2,081
Total	$	432,922

Rent expense for the six months ended June 30, 2019 and 2018 was $36,671 and $69,022 respectively.

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Subsequent Events

6 Months Ended

Jun. 30, 2019

Subsequent Events [Abstract]

Subsequent Events

Note 13 – Subsequent Events

The July 2019 Loan Agreement

On July 26, 2019, the Company entered into a loan agreement (the "July 2019 Loan Agreement") with an investor, whereby the Company issued a promissory note in the principal amount of $12,000 (the "July 2019 Note"). As additional consideration for entering in the July 2019 Loan Agreement, the Company issued a five-year warrant to purchase 180 shares of the Company's common stock at a purchase price of $6.00 per share. Pursuant to the July 2019 Loan Agreement, the July 2019 Note bears interest at a flat rate of $600 and payable on the maturity date of August 2, 2019 (the "July 2019 Maturity Date").

This note was subsequently repaid.

The July 2019 Gravitas Capital Loan Agreement

On July 16, 2019, the Company entered into a loan agreement (the "August 2019 Gravitas Capital Loan Agreement") with Gravitas Capital, whereby the Company issued Gravitas Capital a promissory note in the principal amount of $100,000 (the "August 2019 Gravitas Capital Note"). As additional consideration for entering in the August 2019 Gravitas Capital Loan Agreement, the Company issued Gravitas Capital a five-year warrant to purchase 1,000 shares of the Company's common stock at a purchase price of $6.00 per share. Pursuant to the August 2019 Gravitas Capital Loan Agreement, the August 2019 Gravitas Capital Note bears interest at a flat rate of $5,000 and payable on the maturity date of September 1, 2019 (the "July 2019 Gravitas Capital Maturity Date").

June 2019 Loan Agreement Amendments

The August 2019 Schiller Loan Agreement

On August 6, 2019, the Company entered into a loan agreement (the "August 2019 Schiller Loan Agreement") with Gravitas Capital, whereby the Company issued Leonard Schiller a promissory note in the principal amount of $15,000 (the "August 2019 Schiller Note"). As additional consideration for entering in the August 2019 Schiller Note Loan Agreement, the Company issued Leonard Schiller a five-year warrant to purchase 225 shares of the Company's common stock at a purchase price of $6.00 per share. Pursuant to the August 2019 Schiller Loan Agreement, the August 2019 Schiller Note bears interest at a flat rate of $750 and payable on the maturity date of August 9, 2019 (the "August 2019 Schiller Note Maturity Date").

This note was subsequently repaid.

The August 2019 Loan Agreement

On August 6, 2019, the Company entered into a loan agreement (the "August 2019 Loan Agreement") with an investor, whereby the Company issued a promissory note in the principal amount of $12,000 (the "August 2019 Note"). As additional consideration for entering in the August 2019 Loan Agreement, the Company issued a five-year warrant to purchase 180 shares of the Company's common stock at a purchase price of $6.00 per share. Pursuant to the August 2019 Loan Agreement, the August 2019 Note bears interest at a flat rate of $600 and payable on the maturity date of August 9, 2019 (the "August 2019 Maturity Date").

This note was subsequently repaid.

XML 27 R16.htm IDEA: XBRL DOCUMENT

Significant and Critical Accounting Policies and Practices (Policies)

6 Months Ended

Jun. 30, 2019

Accounting Policies [Abstract]

Basis of Presentation - Interim Financial Information

Basis of Presentation - Interim Financial Information

The accompanying unaudited interim condensed consolidated financial statements and related notes have been prepared in accordance with the accounting principles generally accepted in the United States of America ("U.S. GAAP") for interim financial information, and in accordance with the rules and regulations of the United States Securities and Exchange Commission (the "SEC") with respect to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The unaudited interim condensed consolidated financial statements furnished reflect all adjustments (consisting of normal recurring adjustments) which are, in the opinion of management, necessary for a fair statement of the results for the interim periods presented. Interim results are not necessarily indicative of the results for the full year. These unaudited interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto contained in the Company's Annual Report on Form 10-K for the year ended December 31, 2018.

Use of Estimates and Assumptions and Critical Accounting Estimates and Assumptions

Use of Estimates and Assumptions and Critical Accounting Estimates and Assumptions

Critical accounting estimates are estimates for which (a) the nature of the estimate is material due to the levels of subjectivity and judgment necessary to account for highly uncertain matters or the susceptibility of such matters to change and (b) the impact of the estimate on financial condition or operating performance is material. The Company's critical accounting estimates and assumptions affecting the financial statements were:

(i)	Assumption as a going concern: Management assumes that the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business.

(ii)	Fair value of long-lived assets: Fair value is generally determined using the asset's expected future discounted cash flows or market value, if readily determinable. If long-lived assets are determined to be recoverable, but the newly determined remaining estimated useful lives are shorter than originally estimated, the net book values of the long-lived assets are depreciated over the newly determined remaining estimated useful lives. The Company considers the following to be some examples of important indicators that may trigger an impairment review: (i) significant under-performance or losses of assets relative to expected historical or projected future operating results; (ii) significant changes in the manner or use of assets or in the Company's overall strategy with respect to the manner or use of the acquired assets or changes in the Company's overall business strategy; (iii) significant negative industry or economic trends; (iv) increased competitive pressures; (v) a significant decline in the Company's stock price for a sustained period of time; and (vi) regulatory changes. The Company evaluates acquired assets for potential impairment indicators at least annually and more frequently upon the occurrence of such events.

(iii)	Valuation allowance for deferred tax assets: Management assumes that the realization of the Company's net deferred tax assets resulting from its net operating loss ("NOL") carry–forwards for Federal income tax purposes that may be offset against future taxable income was not considered more likely than not and accordingly, the potential tax benefits of the net loss carry-forwards are offset by a full valuation allowance. Management made this assumption based on (a) the Company has incurred recurring losses, (b) general economic conditions, and (c) its ability to raise additional funds to support its daily operations by way of a public or private offering, among other factors.

(iv)	Estimates and assumptions used in valuation of equity instruments: Management estimates expected term of share options and similar instruments, expected volatility of the Company's common shares and the method used to estimate it, expected annual rate of quarterly dividends, and risk-free rate(s) to value share options and similar instruments.

Actual results could differ from those estimates.

Principles of consolidation

Principles of consolidation

The Company consolidates all majority-owned subsidiaries, if any, in which the parent's power to control exists.

As of June 30, 2019, the Company's consolidated subsidiaries and/or entities are as follows:

Name of combined affiliate	State or other jurisdiction of incorporation or organization	Company Ownership Interest

Jerrick Ventures LLC	Delaware		100%
Jerrick Australia Pty Ltd	Australia		100%

All inter-company balances and transactions have been eliminated.

Jerrick Australia Pty Ltd does not have any operations.

Fair Value of Financial Instruments

Fair Value of Financial Instruments

The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification ("Paragraph 820-10-35-37") to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in U.S. GAAP and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:

Level 1		Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.

Level 2		Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.

Level 3		Pricing inputs that are generally observable inputs and not corroborated by market data.

Cash Equivalents

Cash Equivalents

The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents.

Property and Equipment

Property and Equipment

		Estimated Useful Life (Years)

Computer equipment and software		3
Furniture and fixture		2

Commitments and Contingencies

Commitments and Contingencies

If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company's condensed consolidated financial statements. If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed.

Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed.

Derivative Liability

Derivative Liability

Revenue Recognition

Revenue Recognition

We determine revenue recognition through the following steps:

●

identification of the contract, or contracts, with a customer;

●

identification of the performance obligations in the contract;

●

determination of the transaction price;

●

allocation of the transaction price to the performance obligations in the contract; and

●

recognition of revenue when, or as, we satisfy a performance obligation.

Revenue disaggregated by revenue source for the six months ended June 30, 2019 and 2018 consists of the following:

	Six Months Ended June 30,
	2019		2018
Branded content	$	22,421	$	28,335
Affiliate sales		5,661		5,996
Other revenue		13,433		5,941
	$	41,515	$	40,272

Branded Content

Below are the significant components of a typical agreement pertaining to branded content revenue:

●

The Company will collect fixed fees ranging from $1,000 to $5,000

●

The articles are created and published within three months of the signed agreement, or as previously negotiated with the client

●

The articles are promoted per the contract and engagement reports are provided to the client

●

The client pays 50% at signing and 50% upon completion

●

Most contracts include provisions for clients to acquire content rights at the end of the campaign for a flat fee

Affiliate Sales

Affiliate sales represents the commission the Company receives when a purchase is made through affiliate links placed within content hosted on the Vocal platform. Affiliate revenue is earned on a "click through" basis, upon referring visitors, via said links, to an affiliate's site and having them complete a specific outcome, most commonly a product purchase. The Company uses multiple affiliate platforms, such as Skimlinks, to form and maintain thousands of vendor relationships. Each vendor establishes their own commission percentage, which typically range from 2-20%. The revenue is recognized upon receipt as reliable estimates could not be made.

Subscription

Deferred Revenue

Deferred Revenue

Deferred revenue consists of billings and payments from clients in advance of revenue recognition. As of June 30, 2019, the Company had deferred revenue of $17,833.

Accounts Receivable and Allowances

Accounts Receivable and Allowances

Stock-Based Compensation

Stock-Based Compensation

Determining the appropriate fair value model and calculating the fair value of equity–based payment awards requires the input of the subjective assumptions described above. The assumptions used in calculating the fair value of equity–based payment awards represent management's best estimates, which involve inherent uncertainties and the application of management's judgment. As a result, if factors change and the Company uses different assumptions, our equity–based compensation could be materially different in the future. In addition, the Company is required to estimate the expected forfeiture rate and recognize expense only for those shares expected to vest. If the Company's actual forfeiture rate is materially different from its estimate, the equity–based compensation could be significantly different from what the Company has recorded in the current period.

Loss Per Share

Loss Per Share

The Company had the following common stock equivalents at June 30, 2019 and 2018:

	June 30, 2019		June 30, 2018
Series A Preferred stock		-		1,156,797
Series B Preferred stock		-		234,895
Options		882,500		882,500
Warrants		713,138		3,100,840
Convertible notes - related party		5,180		501,375
Convertible notes		551,923		1,400,792
Totals		2,152,741		7,277,199

Reclassifications

Reclassifications

Certain prior year amounts in the condensed consolidated financial statements and the notes thereto have been reclassified where necessary to conform to the current year presentation. These reclassifications did not affect the prior period total assets, total liabilities, stockholders' deficit, net loss or net cash used in operating activities.

Recently Adopted Accounting Guidance

Recently Adopted Accounting Guidance

Recent Accounting Guidance Not Yet Adopted

Recent Accounting Guidance Not Yet Adopted

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Significant and Critical Accounting Policies and Practices (Tables)

6 Months Ended

Jun. 30, 2019

Accounting Policies [Abstract]

Schedule of consolidated subsidiaries and/or entities

Name of combined affiliate	State or other jurisdiction of incorporation or organization	Company Ownership Interest

Jerrick Ventures LLC	Delaware		100%
Jerrick Australia Pty Ltd	Australia		100%

Schedule of property and equipment estimated useful lives

		Estimated Useful Life (Years)

Computer equipment and software		3
Furniture and fixture		2

Schedule of revenue disaggregated by revenue

	Six Months Ended June 30,
	2019		2018
Branded content	$	22,421	$	28,335
Affiliate sales		5,661		5,996
Other revenue		13,433		5,941
	$	41,515	$	40,272

Schedule of common stock equivalents

	June 30, 2019		June 30, 2018
Series A Preferred stock		-		1,156,797
Series B Preferred stock		-		234,895
Options		882,500		882,500
Warrants		713,138		3,100,840
Convertible notes - related party		5,180		501,375
Convertible notes		551,923		1,400,792
Totals		2,152,741		7,277,199

XML 29 R18.htm IDEA: XBRL DOCUMENT

Notes Payable (Tables)

6 Months Ended

Jun. 30, 2019

Schedule of notes payable

	Outstanding Principal as of									Warrants granted
	June 30, 2019		December 31, 2018			Interest Rate			Maturity Date	Quantity		Exercise Price
July 2018 Loan Agreement		-		50,000			6	%	August 2018		15,000		-
				50,000
Less: Debt Discount		-		-
Less: Debt Issuance Costs		-		(74	)
	$	-	$	49,926

XML 30 R19.htm IDEA: XBRL DOCUMENT

Convertible Note Payable (Tables)

6 Months Ended

Jun. 30, 2019

Schedule of convertible notes payable

	Outstanding Principal as of													Warrants granted
	June 30, 2019			December 31, 2018			Interest Rate			Conversion Price			Maturity Date	Quantity		Exercise Price
The February 2018 Convertible Note Offering		62,492			75,000			15	%		0.20	(*)	January – February 2020		253,919		4.00
The March 2018 Convertible Note Offering		75,000			75,000			14	%		0.20	(*)	March – April 2020		240,342		4.00
The February 2019 Convertible Note Offering		1,993,025			-			10	%		0.25	(*)	February – March 2020		133,190		6.00
		2,130,517			150,000
Less: Debt Discount		(178,760	)		(17,280	)
Less: Debt Issuance Costs		(4,135	)		(9,239	)
		1,947,622			123,481
Less: Current Debt		(1,947,622	)		-
Total Long-Term Debt	$	-		$	123,481

(*)

As subject to adjustment as further outlined in the notes

XML 31 R20.htm IDEA: XBRL DOCUMENT

Related Party Loans (Tables)

6 Months Ended

Jun. 30, 2019

Schedule of convertible notes payable - related party

	Outstanding Principal as of										Warrants granted
	June 30, 2019			December 31, 2018			Interest Rate			Maturity Date	Quantity		Exercise Price
The March 2018 Convertible Note Offering		400			400			14	%	March 2020		59,850		4.00
The February 2019 Convertible Note Offering		20,000			-			10	%	February – March 2020		1,320		6.00
		20,400			400
Less: Debt Discount		(34	)		(72	)
Less: Debt Issuance Costs		-			-
		20,366			328
Less: Current Debt		(20,366	)		-
Total Long-Term Debt	$	-		$	328

Schedule of notes payable - related party

	Outstanding Principal as of										Warrants granted
	June 30, 2019			December 31, 2018			Interest Rate			Maturity Date	Quantity		Exercise Price
The May 2016 Rosen Loan Agreement	$	-		$	1,000,000			13	%	November 26, 2017		50,000	$	8.00
The June 2018 Frommer Loan Agreement		10,000			10,000			6	%	August 17, 2018		1,500		4.00
The July 2018 Rosen Loan Agreement		-			56,695			6	%	August 17, 2018		1,500		4.00
The July 2018 Schiller Loan Agreements		20,863			40,000			6	%	August 17, 2018		7,500		4.00
The December 2018 Gravitas Loan Agreement		-			50,000			6	%	January 22, 2019		2,500		6.00
The December 2018 Rosen Loan Agreement		75,000			75,000			6	%	January 26, 2019		3,750		6.00
The January 2019 Rosen Loan Agreement		175,000			-			10	%	February 15, 2019		15,000		6.00
The February 2019 Gravitas Loan Agreement		-			-			5	%	February 28, 2019		375		6.00
The February 2019 Rosen Loan Agreement		50,000			-			10	%	February 28, 2019		5,000		6.00
The March 2019 Gravitas Loan Agreement		-			-			6	%	April 11, 2019		500		6.00
The May 2019 Loan Agreement		-						6	%	June 4, 2019		150		4.00
The June 2019 Loan Agreement		2,400,000						12.5	%	December 3, 2019		-		-
		2,730,863			1,235,000
Less: Debt Discount		(79,067	)		(11,927	)
		2,651,796			1,223,073
Less: Current Debt		(2,651,796	)		(1,223,073	)
	$	-		$	-

XML 32 R21.htm IDEA: XBRL DOCUMENT

Stockholders' Deficit (Tables)

6 Months Ended

Jun. 30, 2019

Equity [Abstract]

Schedule of warrant

	Warrants subject to tender		Common shares issuable		Warrants tendered		Shares issued
Tender offer 1		61,832,962		20,610,782		50,602,968		16,977,084
Tender offer 2		53,754,849		26,727,425		50,052,133		25,026,377
Total		115,587,811		47,338,207		100,655,101		42,003,461

Schedule of assumptions used for warrants granted

	June 30, 2019	June 30, 2018
Exercise price	$ 4.00-6.00	$4
Expected dividends	0%	0%
Expected volatility	107.59%-114.13% %	92.14% - 100.56 %
Risk free interest rate	1.93-2.41 %	1.64% - 2.69 %
Expected life of warrant	4-5 years	4 – 5 years

Schedule of stock warrant activity

	Warrants			Weighted Average Exercise Price

Outstanding – December 31, 2018		5,548,1418			5.40
Granted		422,314			5.89
Exercised		-			-
Forfeited/Cancelled		(5,252,130	)		5.32
Outstanding and Exercisable – June 30, 2019		713,135			5.20

Schedule of outstanding and exercisable

Warrants Outstanding								Warrants Exercisable
Exercise price		Number Outstanding		Weighted Average Remaining Contractual Life (in years)		Weighted Average Exercise Price		Number Exercisable		Weighted Average Exercise Price
$	5.20		718,325		3.32		5.20		718,325		3.32

XML 33 R22.htm IDEA: XBRL DOCUMENT

Commitments and Contingencies (Tables)

6 Months Ended

Jun. 30, 2019

Leases [Abstract]

Schedule of future minimum lease payments

Twelve Months Ending June 30,
2020	$	102,927
2021		106,927
2022		111,257
2023		109,730
2024		2,081
Total	$	432,922

XML 34 R23.htm IDEA: XBRL DOCUMENT

Organization and Operations (Details) - shares		3 Months Ended	6 Months Ended
Organization and Operations (Details) - shares	Feb. 05, 2016	Jun. 30, 2019	Jun. 30, 2019
Series A Preferred Stock [Member]
Organization and Operations (Textual)
Issuance of common shares for cash
Series B Preferred Stock [Member]
Organization and Operations (Textual)
Issuance of common shares for cash
Kent Campbell [Member]
Organization and Operations (Textual)
Cancelled of common stock	39,091
Parent Company [Member] \| Series A Preferred Stock [Member]
Organization and Operations (Textual)
Issuance of common shares for cash	33,415
Parent Company [Member] \| Series B Preferred Stock [Member]
Organization and Operations (Textual)
Issuance of common shares for cash	8,064
Great Plains Holdings Inc [Member]
Organization and Operations (Textual)
Issuance of common shares for cash	1,425,000

XML 35 R24.htm IDEA: XBRL DOCUMENT

Significant and Critical Accounting Policies and Practices (Details)	6 Months Ended
	Jun. 30, 2019
Jerrick Ventures LLC [Member]
Name of combined affiliate	Jerrick Ventures LLC
State or other jurisdiction of incorporation or organization	Delaware
Company ownership interest	100.00%
Jerrick Australia Pty Ltd [Member]
Name of combined affiliate	Jerrick Australia Pty Ltd
State or other jurisdiction of incorporation or organization	Australia
Company ownership interest	100.00%

XML 36 R25.htm IDEA: XBRL DOCUMENT

Significant and Critical Accounting Policies and Practices (Details 1)	6 Months Ended
	Jun. 30, 2019
Computer equipment and software [Member]
Property and Equipment, Estimated Useful Life (Years)	3 years
Furniture and fixture [Member]
Property and Equipment, Estimated Useful Life (Years)	2 years

XML 37 R26.htm IDEA: XBRL DOCUMENT

Significant and Critical Accounting Policies and Practices (Details 2) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018	Jun. 30, 2019	Jun. 30, 2018
Acquired Indefinite-lived Intangible Assets [Line Items]
Net revenue	$ 7,181	$ 24,023	$ 41,515	$ 40,272
Branded content [Member]
Acquired Indefinite-lived Intangible Assets [Line Items]
Net revenue			22,421	28,335
Affiliate sales [Member]
Acquired Indefinite-lived Intangible Assets [Line Items]
Net revenue			5,661	5,996
Other revenue [Member]
Acquired Indefinite-lived Intangible Assets [Line Items]
Net revenue			$ 13,433	$ 5,941

XML 38 R27.htm IDEA: XBRL DOCUMENT

Significant and Critical Accounting Policies and Practices (Details 3) - shares	6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Common stock equivalents, total	2,152,741	7,277,199
Convertible notes - related party [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Common stock equivalents, total	5,180	501,375
Convertible notes [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Common stock equivalents, total	551,923	1,400,792
Options [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Common stock equivalents, total	882,500	882,500
Warrants [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Common stock equivalents, total	713,138	3,100,840
Series A Preferred stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Common stock equivalents, total		1,156,797
Series B Preferred stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Common stock equivalents, total		234,895

XML 39 R28.htm IDEA: XBRL DOCUMENT

Significant and Critical Accounting Policies and Practices (Details Textual)	6 Months Ended
	Jun. 30, 2019 USD ($)
Significant and Critical Accounting Policies and Practices (Textual)
Deferred revenue	$ 17,833
Liquid investments purchase maturity, description	Liquid investments with a maturity of three months or less.
Payment related percentage, description	The client pays 50% at signing and 50% upon completion
Subscription [Member]
Significant and Critical Accounting Policies and Practices (Textual)
Payment related percentage, description	Vocal+ is the new subscription offering of the Company's product, Vocal. For a flat annual fee of $50, subscribers receive access to value-added features such as increased rate of CPM monetization, decreased minimum withdrawal balance, a discount on platform processing fees, and member badges for their profiles. Future features will be added, along with a monthly pricing plan, commencing in early September 2019. Subscription revenues stem from annual subscriptions and are recorded evenly over the term of the subscription. Any customer payments received in advance are deferred until they are earned.
Maximum [Member]
Significant and Critical Accounting Policies and Practices (Textual)
Fixed fees ranging	$ 5,000
Affiliate sales percentage	20.00%
Minimum [Member]
Significant and Critical Accounting Policies and Practices (Textual)
Fixed fees ranging	$ 1,000
Affiliate sales percentage	2.00%

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Notes Payable (Details) - USD ($)	6 Months Ended
Notes Payable (Details) - USD ($)	Jun. 30, 2019	Dec. 31, 2018
Debt Instrument [Line Items]
Note payable, Outstanding Principal		$ 49,926
Notes Payable [Member]
Debt Instrument [Line Items]
Note payable, Outstanding Principal		50,000
Less: Debt Discount
Less: Debt Issuance Costs		(74)
Notes Payable		49,926
Notes Payable [Member] \| July 2018 Loan Agreement [Member]
Debt Instrument [Line Items]
Note payable, Outstanding Principal		50,000
Interest Rate	6.00%
Interest and principal both due date	Aug. 31, 2018
Warrants, Quantity	15,000
Warrants, Exercise Price
Less: Debt Discount
Less: Debt Issuance Costs		$ (74)

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Notes Payable (Details Textual) - USD ($)	6 Months Ended
Notes Payable (Details Textual) - USD ($)	Jun. 30, 2019	Jun. 30, 2018
Notes Payable (Textual)
Repaid principal	$ 50,000	$ 85,675
Repaid of interest	767
Notes Payable[Member]
Notes Payable (Textual)
Repaid principal	50,000
Repaid of interest	$ 1,893

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Convertible Note Payable (Details) - USD ($)

6 Months Ended

12 Months Ended

Jun. 30, 2019

Dec. 31, 2018

Less: Debt Issuance Costs

$ 2,130,517

$ 150,000

Less: Debt Discount

(178,760)

(17,280)

(4,135)

(9,239)

Total

1,947,622

123,481

Less: Current Debt

(1,947,622)

Total Long-Term Debt

123,481

The February 2018 Convertible Note Offering [Member]

The March 2018 Convertible Note Offering [Member]

$ 62,492

75,000

Interest Rate

15.00%

Conversion Price

^[1]

$ 0.20

Warrants, Quantity

253,919

Warrants, Exercise Price

$ 4.00

The February 2019 Convertible Note Offering [Member]

$ 75,000

Interest Rate

14.00%

Conversion Price

^[1]

$ 0.20

Warrants, Quantity

240,342

59,850

Warrants, Exercise Price

$ 4.00

Minimum [Member] | The February 2018 Convertible Note Offering [Member]

$ 1,993,025

Interest Rate

10.00%

Conversion Price

^[1]

$ 0.25

Warrants, Quantity

133,190

Warrants, Exercise Price

$ 6.00

Minimum [Member] | The March 2018 Convertible Note Offering [Member]

Jan. 31, 2020

Minimum [Member] | The February 2019 Convertible Note Offering [Member]

Mar. 31, 2020

Maximum [Member] | The February 2018 Convertible Note Offering [Member]

Feb. 29, 2020

Maximum [Member] | The March 2018 Convertible Note Offering [Member]

Feb. 29, 2020

Maximum [Member] | The February 2019 Convertible Note Offering [Member]

Apr. 30, 2020