NOTE

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

The preparation of unaudited condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reporting amounts of revenues and expenses during the reported period. Actual results will differ from those estimates. Included in these estimates are assumptions about collection of accounts receivable, useful life of fixed assets and assumptions used in Black-Scholes valuation methods, such as expected volatility, risk-free interest rate, and expected dividend rate.

Financial Statement Reclassification

Certain account balances from prior periods have been reclassified in these unaudited condensed consolidated financial statements to conform to current period classifications. The prior year amounts have also been reclassified in these financial statements to properly report amounts under current operations and discontinued operations (see Note

Segment Reporting

The Company's sponsored content and marketing business acquired from Emerging Growth in

June 2019

has historically been its

one

reportable segment. The Company is currently in the process of launching an e-commerce network focused on the sale of general wellness CBD products. As of

September 30, 2020,

the Company has

not

commenced with sales of these products and the operating activities associated with the e-commerce business have

not

been significant. However, management expects this e-commerce business to eventually become a reportable segment under GAAP as the business grows and the activity becomes more significant.

Cash and Cash Equivalents

The Company considers all highly liquid temporary cash investments with an original maturity of

three

months or less when purchased, to be cash equivalents. The Company had restricted cash as a result of its corporate card program through its bank, which requires collateral placed in a money market account. During the

nine

months ended

September 30, 2020

and

2019,

the Company had restricted cash balances of

$20,000

and

$0,

respectively, included as a component of total cash and restricted cash as presented on the accompanying unaudited condensed consolidated statement of cash flows. The Company had restricted cash balances at

September 30, 2020

and

December 31, 2019

$20,000

and

$0,

respectively.

Accounts Receivable

The Company's account receivables are due from customers relating to contracts to provide investor relation services. Collateral is currently

not

required. The Company also maintains allowances for doubtful accounts for estimated losses resulting from the inability of the Company's customers to make payments. The Company periodically reviews these estimated allowances, including an analysis of the customers' payment history and creditworthiness, the age of the trade receivable balances and current economic conditions that

may

affect a customer's ability to make payments as well as historical collection trends for its customers as a whole. Based on this review, the Company specifically reserves for those accounts deemed uncollectible or likely to become uncollectible. When receivables are determined to be uncollectible, principal amounts of such receivables outstanding are deducted from the allowance. The allowance for doubtful accounts as of

September 30, 2020

and

December 31, 2019

amounted to

$183,750

and

$163,750,

respectively.

Inventory

The Company's inventory consists of finished goods acquired for its e-commerce network business it is currently in the process of launching. The inventory is valued at the lower of cost (

first

-in,

first

-out) or estimated net realizable value.

Concentration of Credit Risks

The Company is subject to concentrations of credit risk primarily from cash and cash equivalents and accounts receivable.

The Company's cash and cash equivalents accounts are held at a financial institution and are insured by the Federal Deposit Insurance Corporation, or the FDIC, up to

$250,000.

From time-to-time, the Company's bank balances exceed the FDIC insurance limit. To reduce its risk associated with the failure of such financial institutions, the Company periodically evaluates the credit quality of the financial institution in which it holds deposits.

The Company's accounts receivable are due from customers located in the United States and Canada. The Company had

four

customers which accounted for

42.0%,

21.0%.

18.7%

and

11.7%,

respectively, of its net accounts receivable at

September 30, 2020.

The Company had

five

customers who each accounted for

32.3%,

13.8%,

13.8%

and

10.3%,

respectively, of its net accounts receivable at

December 31, 2019.

Revenue Recognition

The Company recognizes revenue in accordance with Accounting Standards Codification, or ASC,

606,

the core principle of which is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to receive in exchange for those goods or services. To achieve this core principle,

five

basic criteria must be met before revenue can be recognized: (

) identify the contract with a customer; (

) identify the performance obligations in the contract; (

) determine the transaction price; (

) allocate the transaction price to performance obligations in the contract; and (

) recognize revenue when or as the Company satisfies a performance obligation.

The Company accounts for revenues when both parties to the contract have approved the contract, the rights and obligations of the parties are identified, payment terms are identified, and collectability of consideration is probable. Payment terms vary by client and the services offered.

The Company's revenue is generated from the sale of promotional service packages to its customers ranging from

months. The Company offers different packages tailored to the type and stage of the potential customer, such as public companies looking to increase their shareholder base, as well as private companies potentially looking to go public and attract capital and publicity. The services provided by the Company include advertising, publishing of interviews and articles across its network and featuring of client content on its newsletters and social media. The packages all have fixed prices that are billed monthly over the terms of the agreement in even amounts. The Company recognizes revenue for its performance obligation associated with its contracts with customers over time as work is performed, which is deemed to occur evenly throughout the duration of the contract. This also reflects the pattern in which costs are incurred on performing the contracts. To the extent revenue recognized on contracts at each period end exceeds collections, the amounts are reflected as accounts receivable. To the extent collections on contracts at each period end exceeds revenue recognized, the amounts are reflected as deferred revenue.

Fair Value of Financial Instruments

The Company accounts for assets and liabilities measured at fair value on a recurring basis in accordance with ASC Topic

820,

Fair Value Measurements and Disclosures, or ASC

820.

ASC

820

establishes a common definition for fair value to be applied to existing generally accepted accounting principles that require the use of fair value measurements, establishes a framework for measuring fair value, and expands disclosure about such fair value measurements.

ASC

820

defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Additionally, ASC

820

requires the use of valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are prioritized below:

Level

Observable inputs such as quoted market prices in active markets for identical assets or liabilities.

Level

Observable market-based inputs or unobservable inputs that are corroborated by market data.

Level

Unobservable inputs for which there is little or

market data, which require the use of the reporting entity's own assumptions.

Additional Disclosures Regarding Fair Value Measurements

The carrying value of cash and cash equivalents, accounts receivable, accounts payable, accrued expenses, and lines of credit approximate their fair value due to the short-term maturity of these items.

Advertising

The Company expenses advertising costs as incurred. Advertising expenses relating to continuing operations amounted to

$32,445

and

$148,738

for the

three

months ended

September 30, 2020

and

2019,

respectively. Advertising expenses related to continuing operations amounted to

$101,760

and

$160,029

for the

nine

months ended

September 30, 2020

and

2019,

respectively.

Income Taxes

Income taxes are accounted for in accordance with the provisions of ASC Topic

740,

Accounting for Income Taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amounts expected to be realized, but

less than quarterly.

Foreign Currency Translation

The Company's reporting currency is U.S. Dollars. The functional currency of the Company's Subsidiary in the United Kingdom was British Pounds. The translation from British Pounds to U.S. dollars is performed for asset and liability accounts using exchange rates in effect at the balance sheet date, equity accounts using historical exchange rates or rates in effect at the balance sheet date, and for revenue and expense accounts using the average exchange rate in effect during the period. The resulting translation adjustments were recorded as a component of Accumulated Other Comprehensive Income (Loss). Upon dissolving the Subsidiary in

August 2020,

the Company has reclassified the Accumulated Other Comprehensive Loss balance of

$83,929

into earnings, which is reflected as a component of the loss from discontinued operations in the accompanying condensed consolidated statement of operations for the

three

and

nine

months ended

September 30, 2020.

Property and Equipment

Property and equipment are recorded at cost and are depreciated on a straight-line basis over their estimated useful lives of

five

years. Maintenance and repairs are charged to expense as incurred. Significant renewals and betterments are capitalized.

Long-Lived Assets

In accordance with ASC

360

10,

the Company evaluates long-lived assets for impairment whenever events or changes in circumstances indicate that their net book value

may

not

be recoverable. When such factors and circumstances exist, the Company compares the projected undiscounted future cash flows associated with the related asset or group of assets over their estimated useful lives against their respective carrying amount. Impairment, if any, is based on the excess of the carrying amount over the fair value, based on market value when available, or discounted expected cash flows, of those assets and is recorded in the period in which the determination is made. There was

impairment of long-lived assets identified during the

three

and

nine

months ended

September 30, 2020

2019.

Basic and Diluted Earnings Per Share

Basic earnings per share are calculated by dividing income available to stockholders by the weighted-average number of common shares outstanding during each period. Diluted earnings per share are computed using the weighted average number of common and dilutive common share equivalents outstanding during the period. Dilutive common share equivalents consist of shares issuable upon the exercise of stock options and warrants (calculated using the modified-treasury stock method). As of

September 30, 2020,

the Company had

3,160,000

outstanding stock options and

5,256,944

outstanding warrants which were excluded from the calculation of diluted earnings per share because their effects were anti-dilutive. As of

September 30, 2019,

the Company had

6,595,000

outstanding stock options and

8,127,184

outstanding warrants which were excluded from the calculation of diluted earnings per share because their effects were anti-dilutive. As a result, the basic and diluted earnings per share are the same for each of the periods presented.

Share-Based Payment

The Company accounts for stock-based compensation in accordance with ASC Topic

718,

Compensation-Stock Compensation, or ASC

718.

Under the fair value recognition provisions of this topic, stock-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as an expense on a straight-line basis over the requisite service period, which is the vesting period.

The Company has elected to use the Black-Scholes option-pricing model to estimate the fair value of its options, which incorporates various subjective assumptions including volatility, risk-free interest rate, expected life, and dividend yield to calculate the fair value of stock option awards. Compensation expense recognized in the statements of operations is based on awards ultimately expected to vest and reflects estimated forfeitures. ASC

718

requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates.

Warrants

In connection with certain financing, consulting and collaboration arrangements, the Company has issued warrants to purchase shares of its common stock. The outstanding warrants are standalone instruments that are

not

puttable or mandatorily redeemable by the holder and are classified as equity awards. The Company measures the fair value of the awards using the Black-Scholes option pricing model as of the measurement date. Warrants are recorded at fair value as expense over the requisite service period or at the date of issuance, if there is

not

a service period. Warrants granted in connection with ongoing arrangements are more fully described in Note

Stockholders' Deficit.

Recent Accounting Pronouncements

December 2019,

the FASB issued Accounting Standards Update, or ASU,

2019

12,

Simplifying the Accounting for Income Taxes

which amends ASC

740

Income Taxes

, or ASC

740.

This update is intended to simplify accounting for income taxes by removing certain exceptions to the general principles in ASC

740

and amending existing guidance to improve consistent application of ASC

740.

This update is effective for fiscal years beginning after

December 15, 2021.

The guidance in this update has various elements, some of which are applied on a prospective basis and others on a retrospective basis with earlier application permitted. The Company is currently evaluating the effect of this ASU on the Company's financial statements and related disclosures.

Other accounting pronouncements have been issued but deemed by management to be outside the scope of relevance to the Company.