Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Apr. 02, 2018 | Jun. 30, 2017 | |
Document And Entity Information | |||
Entity Registrant Name | Wizard World, Inc. | ||
Entity Central Index Key | 1,162,896 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2017 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $ 3,981,938 | ||
Entity Common Stock, Shares Outstanding | 68,535,036 | ||
Trading Symbol | WIZD | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2,017 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Current Assets | ||
Cash and cash equivalents | $ 1,769,550 | $ 4,401,217 |
Accounts receivable, net | 336,030 | 187,819 |
Inventory | 1,204 | |
Prepaid convention expenses | 461,986 | 704,711 |
Prepaid insurance | 87,987 | 96,076 |
Prepaid rent – related party | 76,006 | 181,796 |
Prepaid taxes | 14,398 | 13,984 |
Other prepaid expenses | 18,117 | 13,666 |
Total Current Assets | 2,765,278 | 5,599,279 |
Property and equipment, net | 165,403 | 215,948 |
Security deposit | 9,408 | 19,912 |
Total Assets | 2,940,089 | 5,835,129 |
Current Liabilities | ||
Accounts payable and accrued expenses | 2,800,118 | 937,774 |
Unearned revenue | 2,164,972 | 1,574,938 |
Convertible promissory note – related party, net | 1,116,979 | |
Due to CONtv joint venture | 224,241 | 224,241 |
Total Current Liabilities | 6,306,310 | 2,736,953 |
Non-current Liabilities: | ||
Convertible promissory note - related party, net | 1,027,176 | |
Total Non-current Liabilities | 1,027,176 | |
Total Liabilities | 6,306,310 | 3,764,129 |
Commitments and contingencies | ||
Stockholders’ Equity (Deficit) | ||
Common stock par value $0.0001: 80,000,000 shares authorized; 68,535,036 and 68,535,036 shares issued and outstanding, respectively | 6,855 | 6,855 |
Additional paid-in capital | 19,960,893 | 19,664,619 |
Accumulated deficit | (23,321,471) | (17,588,657) |
Non-controlling interest | (12,498) | (11,817) |
Total Stockholders’ Equity (Deficit) | (3,366,221) | 2,071,000 |
Total Liabilities and Stockholders’ Equity (Deficit) | 2,940,089 | 5,835,129 |
Series A Convertible Preferred Stock [Member] | ||
Stockholders’ Equity (Deficit) | ||
Preferred stock par value $0.0001: 20,000,000 shares authorized; 50,000 shares designated Series A convertible preferred stock par value $0.0001: 50,000 shares designated; 39,101 shares issued and converted |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2017 | Dec. 31, 2016 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 |
Preferred stock, shares designated | 50,000 | 50,000 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 80,000,000 | 80,000,000 |
Common stock, shares issued | 68,535,036 | 68,535,036 |
Common stock, shares outstanding | 68,535,036 | 68,535,036 |
Series A Convertible Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares issued | 39,101 | 39,101 |
Preferred stock, shares converted | 39,101 | 39,101 |
Preferred stock, shares designated | 50,000 | 50,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Revenues | ||
Convention | $ 14,983,033 | $ 21,994,433 |
ConBox | 84,580 | 707,101 |
Total revenues | 15,067,613 | 22,701,534 |
Cost of revenues | ||
Cost of revenue | 15,058,297 | 16,002,088 |
Write-off of obsolete inventory | 164,903 | |
Total cost of revenues | 15,058,297 | 16,166,991 |
Gross margin | 9,316 | 6,534,543 |
Operating expenses | ||
Compensation | 3,018,087 | 4,468,149 |
Consulting fees | 710,634 | 687,054 |
General and administrative | 1,618,203 | 2,561,586 |
Total operating expenses | 5,346,924 | 7,716,789 |
Loss from operations | (5,337,608) | (1,182,246) |
Other expenses | ||
Interest expense | (395,102) | (26,481) |
Loss on disposal of equipment | (785) | (36,876) |
Loss on CONtv joint venture | (262,500) | |
Total other expenses | (395,887) | (325,857) |
Loss before income tax provision | (5,733,495) | (1,508,103) |
Income tax provision | ||
Net loss | (5,733,495) | (1,577,103) |
Net income (loss) attributable to non-controlling interests | (681) | 67,258 |
Net loss attributable to common stockholders | $ (5,732,814) | $ (1,575,361) |
Loss per share - basic and diluted | $ (0.08) | $ (0.03) |
Weighted average common shares outstanding – basic and diluted | 68,535,036 | 52,775,488 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders’ Equity (Deficit) - USD ($) | Preferred Stock Par Value $0.0001 [Member] | Common Stock Par Value $0.0001 [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Non-controlling Interest [Member] | Total |
Balance at Dec. 31, 2015 | $ 5,138 | $ 17,341,268 | $ (16,013,296) | $ 17,706 | $ 1,350,816 | |
Balance, shares at Dec. 31, 2015 | 51,368,386 | |||||
Share-based compensation | 777,536 | 777,536 | ||||
Shares issued as debt discount | $ 50 | 741 | 791 | |||
Shares issued as debt discount, shares | 500,000 | |||||
Exercise of warrants | $ 1,667 | 1,667 | ||||
Exercise of warrants, shares | 16,666,650 | |||||
Warrants issued as debt discount | 1,448,293 | 1,448,293 | ||||
Acquisition of controlling interest of ConBox | 96,781 | (96,781) | ||||
Net income (loss) | (1,575,361) | 67,258 | (1,577,103) | |||
Balance at Dec. 31, 2016 | $ 6,855 | 19,664,619 | (17,588,657) | (11,817) | 2,071,000 | |
Balance, shares at Dec. 31, 2016 | 68,535,036 | |||||
Share-based compensation | 296,274 | 296,274 | ||||
Net income (loss) | (5,732,814) | (681) | (5,733,495) | |||
Balance at Dec. 31, 2017 | $ 6,855 | $ 19,960,893 | $ (23,321,471) | $ (12,498) | $ (3,366,221) | |
Balance, shares at Dec. 31, 2017 | 68,535,036 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Cash Flows From Operating Activities: | ||
Net loss | $ (5,733,495) | $ (1,577,103) |
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | ||
Depreciation | 147,832 | 159,101 |
Write-off of obsolete inventory | 164,903 | |
Loss on disposal of equipment | 785 | 36,876 |
Accretion of debt discount | 89,803 | 1,260 |
Loss on CONtv joint venture | 262,500 | |
Share-based compensation | 296,274 | 777,536 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (148,211) | 219,323 |
Inventory | (1,204) | (125,351) |
Prepaid convention expenses | 242,725 | 285,689 |
Prepaid rent- related party | 105,790 | (181,796) |
Prepaid insurance | 8,089 | (58,422) |
Prepaid taxes | (414) | 280,000 |
Other prepaid expenses | (4,451) | (6,455) |
Security deposits | 10,504 | 1,154 |
Accounts payable and accrued expenses | 1,862,344 | (639,665) |
Unearned revenue | 590,034 | (2,156,559) |
Net Cash Used in Operating Activities | (2,533,595) | (2,488,009) |
Cash Flows from Investing Activities: | ||
Purchase of property and equipment | (98,072) | (169,802) |
Proceeds received on disposal of equipment | 8,662 | |
Investment in CONtv joint venture - net | (150,000) | |
Net Cash Used In Investing Activities | (98,072) | (311,140) |
Cash Flows from Financing Activities: | ||
Proceeds from issuance of convertible promissory note and warrants | 2,500,000 | |
Payment of debt issuance costs | (25,000) | |
Proceeds from the exercise of warrants | 1,667 | |
Net Cash Provided By Financing Activities | 2,476,667 | |
Net change in cash and cash equivalents | (2,631,667) | (322,482) |
Cash and cash equivalents at beginning of reporting period | 4,401,217 | 4,723,699 |
Cash and cash equivalents at end of reporting period | 1,769,550 | 4,401,217 |
Supplemental disclosures of cash flow information: | ||
Interest paid | 200 | |
Income tax paid | ||
Supplemental disclosure of non-cash investing and financing activities: | ||
Acquisition of controlling interest of ConBox | 96,781 | |
Warrants issued for debt discount recorded on convertible debt | 1,448,293 | |
Common stock issued for debt discount recorded on convertible note | $ 791 |
Organization and Operations
Organization and Operations | 12 Months Ended |
Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Operations | Note 1 – Organization and Operations Wizard World, Inc. Wizard World, Inc., formerly GoEnergy, Inc. (“Wizard World” or the “Company”) was incorporated on May 2, 2001, under the laws of the State of Delaware. The Company, through its operating subsidiary, is a producer of pop culture and live multimedia conventions across North America. Kick the Can Corp. Kick the Can Corp. was incorporated on September 20, 2010, under the laws of the State of Nevada. Kicking the Can, L.L.C. Kicking the Can, L.L.C. was formed on April 17, 2009, under the laws of the State of Delaware. Acquisition of Kick the Can Corp. / Wizard Conventions, Inc. Recognized as a Reverse Acquisition On December 7, 2010, the Company entered into and consummated a share exchange agreement (“Share Exchange Agreement”) with successor, Kick the Can Corp. (“KTC Corp.”) and its predecessors Wizard Conventions, Inc. and Kicking the Can, L.L.C. (collectively, “Conventions”). Pursuant to the Exchange Agreement, the Company issued 32,927,596 shares of its common stock to the KTC Corp. shareholders in exchange for 100% of the issued and outstanding shares of KTC Corp. The shares issued represented approximately 94.9% of the issued and outstanding common stock immediately after the consummation of the Share Exchange Agreement. As a result of the controlling financial interest of the former stockholder of Conventions, for financial statement reporting purposes, the merger between the Company and Conventions has been treated as a reverse acquisition with KTC Corp. deemed the accounting acquirer and the Company deemed the accounting acquiree under the acquisition method of accounting in accordance with section 805-10-55 of the Financial Accounting Standards Board (‘FASB”) Accounting Standards Codification (“ASC”). The reverse merger is deemed a capital transaction and the net assets of KTC Corp. (the accounting acquirer) are carried forward to the Company (the legal acquirer and the reporting entity) at their carrying value before the combination. The acquisition process utilizes the capital structure of the Company and the assets and liabilities of KTC Corp. which are recorded at historical cost. The equity of the Company is the historical equity of KTC Corp. retroactively restated to reflect the number of shares issued by the Company in the transaction. Because of the predecessor/successor relationship between the Company and KTC Corp., Conventions ultimately became the accounting acquirer. Wizard World Digital, Inc. On March 18, 2011, the Company formed a wholly owned subsidiary called Wizard World Digital, Inc., a Nevada corporation (“Digital”). Digital never commenced operations or has employees, and Digital is currently dormant, pending execution of a digital strategy. Wiz Wizard, LLC On December 29, 2014, the Company and a member of the Board of Directors (the “Board”) of the Company formed Wiz Wizard, LLC (“Wiz Wizard”) under the law of the State of Delaware. The Company and the member of the Board each owned 50% of the membership interest and agreed to allocate the profits and losses accordingly upon repayment of the initial capital contributions on a pro rata basis. The Company consolidates its 50% equity interest and reports the remaining 50% equity interest owned by a member of the Board as the non-controlling interest in Wiz Wizard as the management of the Company believes that the Company has the control of Wiz Wizard. In addition, the Company and Wiz Wizard, launched ComicConBox (“ConBox”) in April 2015. ConBox is a subscription-based premium monthly box service featuring collectibles, exclusives, toys, tech and gaming, licensed artwork, superior comics and apparel, Comic Convention tickets, special VIP discounts and more, which will be shipped on or around the end of every month. On February 4, 2016, the member of the Board assigned his fifty percent (50%) membership interest to the Company. Consequently, Wiz Wizard is a wholly-owned subsidiary of the Company. The Company ceased Conbox operations in 2017. ButtaFyngas LLC On April 10, 2015, the Company and an unrelated third party formed ButtaFyngas, LLC (“ButtaFyngas”) under the law of the State of Delaware. The Company and the unrelated party each own 50% of the membership interest and shall allocate the profits and losses accordingly upon repayment of the initial capital contributions on a pro rata basis. The Company consolidates its 50% equity interest and reports the remaining 50% equity interest owned by the third party as the non-controlling interest in ButtaFyngas. |
Going Concern Analysis
Going Concern Analysis | 12 Months Ended |
Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern Analysis | Note 2 – Going Concern Analysis Going Concern Analysis The Company had a loss from operations of $5,337,608 and $1,182,246 for the year ended December 31, 2017 and 2016, respectively. As of December 31, 2017, we had cash and working capital deficit $1,769,550 and $3,541,032, respectively. We have evaluated the significance of these conditions in relation to our ability to meet our obligations, which had previously raised doubts about the Company’s ability to continue as a going concern through March 2019. However, the Company believes that the effects of its cost savings efforts with regard to corporate overhead and show production expenses commenced in 2017 are not reflected in the above results, but should be evident in 2018. In addition to its cost containment strategies, the Company has announced three agreements to expand its future revenues: 1) An alignment with Sony Pictures Entertainment to explore a number of strategic initiatives; 2) An agreement to program a linear advertising Supported channel and an SVOD Channel in China on the CN Live platform; and, 3) A programming agreement with Associated Television International to launch the Chinese networks. Additionally, if necessary, management believes that both related parties (management and members of the Board of Directors of the Company) and potential external sources of debt and/or equity financing may be obtained based on management’s history of being able to raise capital from both internal and external sources coupled with current favorable market conditions. Therefore, the accompanying condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the matters discussed herein. While the Company believes in the viability of management’s strategy to generate sufficient revenue, control costs and the ability to raise additional funds if necessary, there can be no assurances to that effect. The Company’s ability to continue as a going concern is dependent upon the ability to further implement the business plan, generate sufficient revenues and to control operating expenses. |
Significant and Critical Accoun
Significant and Critical Accounting Policies and Practices | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Significant and Critical Accounting Policies and Practices | Note 3 – Significant and Critical Accounting Policies and Practices The management of the Company is responsible for the selection and use of appropriate accounting policies and their application. Critical accounting policies and practices are those that are both most important to the portrayal of the Company’s financial condition and results and require management’s most difficult, subjective, or complex judgments, often as a result of the need to make estimates about the effects of matters that are inherently uncertain. The Company’s significant and critical accounting policies and practices are disclosed below as required by generally accepted accounting principles. Basis of Presentation The Company’s consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”). Use of Estimates and Assumptions and Critical Accounting Estimates and Assumptions The preparation of financial statements in conformity with U.S. GAAP 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 dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. Principles of Consolidation The consolidated financial statements include all accounts of the entities as of the reporting period ending date(s) and for the reporting period(s) as follows: Name of consolidated subsidiary or entity State or other jurisdiction of incorporation or organization Date of incorporation or formation (date of acquisition, if applicable) Attributable interest KTC Corp. The State of Nevada, U.S.A. September 20, 2010 100 % Kicking the Can L.L.C. The State of Delaware, U.S.A. April 17, 2009 100 % Wizard World Digital, Inc. The State of Nevada, U.S.A. March 18, 2011 100 % Wiz Wizard, LLC The State of Delaware, U.S.A. December 29, 2014 100 % ButtaFyngas, LLC The State of Delaware, U.S.A. April 10, 2015 50 % All inter-company balances and transactions have been eliminated. Non–controlling interest represents the minority equity investment in the Company’s subsidiaries, plus the minority investors’ share of the net operating results and other components of equity relating to the non–controlling interest. As of December 31, 2017, the aggregate non-controlling interest in ButtaFyngas was ($12,498). As of December 31, 2016, the aggregate non-controlling interest in Wiz Wizard and ButtaFyngas was ($11,817). The non-controlling interest is separately disclosed on the Consolidated Balance Sheet. Cash and Cash Equivalents The Company considers investments with original maturities of three months or less to be cash equivalents. The Company minimizes its credit risk associated with cash by periodically evaluating the credit quality of its primary financial institution. The balance at times may exceed federally insured limits. Fair Value of Financial Instruments For purpose of this disclosure, the fair value of a financial instrument is the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced sale or liquidation. The carrying amount of the Company’s short-term financial instruments approximates fair value due to the relatively short period to maturity for these instruments. Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable are stated at the amount management expects to collect from outstanding balances. The Company generally does not require collateral to support customer receivables. The Company provides an allowance for doubtful accounts based upon a review of the outstanding accounts receivable, historical collection information and existing economic conditions. The Company determines if receivables are past due based on days outstanding, and amounts are written off when determined to be uncollectible by management. The maximum accounting loss from the credit risk associated with accounts receivable is the amount of the receivable recorded, which is the face amount of the receivable net of the allowance for doubtful accounts. As of December 31, 2017 and 2016, the allowance for doubtful accounts was $0 and $0, respectively. Inventories Inventories are stated at average cost using the first-in, first-out (FIFO) valuation method. Inventory was comprised of the following: December 31, 2017 December 31, 2016 Finished goods $ 1,204 $ - Property and Equipment Property and equipment are recorded at cost. Expenditures for major additions and betterments are capitalized. Maintenance and repairs are charged to operations as incurred. Depreciation is computed by the straight-line method (after taking into account their respective estimated residual values) over the estimated useful lives of the respective assets as follows: Estimated Useful Life (Years) Computer equipment 3 Equipment 2-5 Furniture and fixture 7 Leasehold improvements * (*) Amortized on a straight-line basis over the term of the lease or the estimated useful lives, whichever period is shorter. Upon sale or retirement of property and equipment, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in the consolidated statements of operations. Investments - Cost Method, Equity Method and Joint Venture In accordance with sub-topic 323-10 of the FASB ASC (“Sub-topic 323-10”), the Company accounts for investments in common stock of an investee for which the Company has significant influence in the operating or financial policies even though the Company holds 50% or less of the common stock or in-substance common stock. Method of Accounting Investments held in stock of entities other than subsidiaries, namely corporate joint ventures and other non-controlled entities usually are accounted for by one of three methods: (i) the fair value method (addressed in Topic 320), (ii) the equity method (addressed in Topic 323), or (iii) the cost method (addressed in Subtopic 325-20). Pursuant to Paragraph 323-10-05-5, the equity method tends to be most appropriate if an investment enables the investor to influence the operating or financial policies of the investee. Investment in CONtv On August 27, 2014, the Company entered into a joint venture and executed an Operating Agreement for CON TV LLC (“CONtv”) with Cinedigm Entertainment Corp. (“Cinedigm”), ROAR, LLC (a related party partially owned by a member of the Board) (“ROAR”) and Bristol Capital, LLC (a related party controlled by a member of the Board) (“Bristol Capital”). The Company owned a 47.50% interest in the newly formed entity, CONtv. The Company was accounting for the interest in the joint venture utilizing the equity method of accounting. On November 16, 2015, pursuant to that certain Amended and Restated Operating Agreement for CONtv by and among the aforementioned parties (the “A&R Operating Agreement”), the Company’s ownership interest in CONtv was reduced to 10%. Pursuant to the A&R Operating Agreement, the Company is only obligated to fund on-going costs in the amount of $25,000 in cash on an on-going monthly basis for a period of 12 months following the effective date. For the years ended December 31, 2017 and 2016, the Company recognized $0 and $262,500 in losses from this venture, respectively. As of December 31, 2017 and 2016, the investment in CONtv was $0. Fair Value of Financial Instruments The Company follows ASC 820-10 of the FASB Accounting Standards Codification to measure the fair value of its financial instruments and disclosures about fair value of its financial instruments. ASC 820-10 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S. GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, ASC 820-10 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The three (3) levels of fair value hierarchy defined by ASC 820-10 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 unobservable inputs and not corroborated by market data. Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable. 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. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument. The carrying amounts of the Company’s financial assets and liabilities, such as cash, accounts receivable, inventory, prepaid expenses and other current assets, accounts payable and accrued expenses approximate their fair values because of the short maturity of these instruments. In connection with the securities purchase agreement and debt transactions during the year ended December 31, 2016, the Company issued warrants, to purchase common stock with an exercise price of $0.15 and a five-year term. Upon issuance of the warrants, the Company evaluated the note agreement to determine if the agreement contained any embedded components that would qualify the agreement as a derivative. The Company identified certain put features embedded in the warrants that potentially could result in a net cash settlement in the event of a fundamental transaction, requiring the Company to classify the warrants as a derivative liability. During the year ended December 31, 2017, the Company early adopted ASU 2017-11 on a retrospective basis (see below). Transactions involving related parties typically cannot be presumed to be carried out on an arm’s-length basis, as the requisite conditions of competitive, free-market dealings may not exist. However, in the case of the convertible promissory note discussed in Note 6, the Company obtained a fairness opinion from an independent third party which supports that the transaction was carried out at an arm’s length basis. Revenue Recognition and Cost of Revenues The Company follows Paragraph 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition. The Company will recognize revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the product has been shipped or the services have been rendered to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured. Convention revenue is generally earned upon completion of the convention. Unearned convention revenue is deposits received for conventions that have not yet taken place, which are fully or partially refundable depending upon the terms and conditions of the agreements. Unearned ConBox revenue is non-refundable up-front payments for products. These payments are initially deferred and subsequently recognized over the subscription period, typically three months, and upon shipment of the product. The Company ceased ConBox operations during 2017. The Company recognizes cost of revenues in the period in which the revenues was earned. In the event the Company incurs cost of revenues for conventions that are yet to occur, the Company records such amounts as prepaid expenses and such prepaid expenses are expensed during the period the convention takes place. Shipping and Handling Costs The Company accounts for shipping and handling fees in accordance with paragraph 605-45-45-19 of the FASB Accounting Standards Codification. While amounts charged to customers for shipping products are included in revenues, the related costs are classified in cost of revenue as incurred. Shipping and handling costs were $21,479 and $178,931 for the years ended December 31, 2017 and 2016, respectively. Equity–based compensation The Company recognizes compensation expense for all equity–based payments in accordance with ASC 718 “ Compensation – Stock Compensation Restricted stock awards are granted at the discretion of the Company. These awards are restricted as to the transfer of ownership and generally vest over the requisite service periods, typically over a four-year period (vesting on a straight–line basis). The fair value of a stock award is equal to the fair market value of a share of Company stock on the grant date. The fair value of option award is estimated on the date of grant using the Black–Scholes option valuation model. The Black–Scholes option valuation model requires the development of assumptions that are input into the model. These assumptions are the expected stock volatility, the risk–free interest rate, the expected life of the option, the dividend yield on the underlying stock and the expected forfeiture rate. Expected volatility is calculated based on the historical volatility of the Company’s Common stock over the expected option life and other appropriate factors. The expected option term is computed using the “simplified” method as permitted under the provisions of ASC 718-10-S99. The Company uses the simplified method to calculate expected term of share options and similar instruments as the Company does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term. Risk–free interest rates are calculated based on continuously compounded risk–free rates for the appropriate term. The dividend yield is assumed to be zero as the Company has never paid or declared any cash dividends on the Common stock of the Company and does not intend to pay dividends on the Common stock in the foreseeable future. The expected forfeiture rate is estimated based on historical experience. 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, the 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 actual forfeiture rate is materially different from the Company’s estimate, the equity–based compensation could be significantly different from what the Company has recorded in the current period. The Company accounts for share–based payments granted to non–employees in accordance with ASC 505-40, “ Equity Based Payments to Non–Employees Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “ Income Taxes FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of December 31, 2017. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties at December 31, 2017. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The Company may be subject to potential examination by federal, state, and city taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions, and compliance with federal, state, and city tax laws. The Company's management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The Company is no longer subject to tax examinations by tax authorities for years prior to 2014. Earnings per Share Earnings per share (“EPS”) is the amount of earnings attributable to each share of common stock. For convenience, the term is used to refer to either earnings or loss per share. EPS is computed pursuant to Section 260-10-45 of the FASB Accounting Standards Codification. Pursuant to ASC Paragraphs 260-10-45-10 through 260-10-45-16, basic EPS shall be computed by dividing income available to common stockholders (the numerator) by the weighted-average number of common shares outstanding (the denominator) during the period. Income available to common stockholders shall be computed by deducting both the dividends declared in the period on preferred stock (whether or not paid) and the dividends accumulated for the period on cumulative preferred stock (whether or not earned) from income from continuing operations (if that amount appears in the income statement) and also from net income. The computation of diluted EPS is similar to the computation of basic EPS except that the denominator is increased to include the number of additional common shares that would have been outstanding if the dilutive potential common shares had been issued during the period to reflect the potential dilution that could occur from common shares issuable through contingent shares issuance arrangement, stock options or warrants. The following table shows the outstanding dilutive common shares excluded from the diluted net income (loss) per share calculation as they were anti-dilutive: Contingent shares issuance arrangement, stock options or warrants For the Year Ended December 31, 2017 For the Year Ended December 31, 2016 Convertible note 16,666,667 16,666,667 Common stock options 4,043,000 5,319,000 Common stock warrants 16,666,667 16,666,667 Total contingent shares issuance arrangement, stock options or warrants 37,376,334 38,652,334 Reclassification Certain prior period amounts have been reclassified to conform to current period presentation. Recently Issued Accounting Pronouncements In July 2015, the FASB issued the ASU No. 2015-11 “ Inventory (Topic 330) Simplifying the Measurement of Inventory” . In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842).” In April 2016, the FASB issued ASU No. 2016-10, “ Revenue from Contracts with Customers: Identifying Performance Obligations and Licensing (Topic 606) Revenue from Contracts with Customers: Principal versus Agent Considerations (Reporting Revenue Gross verses Net) (Topic 606) In April 2016, the FASB issued ASU No. 2016-09, “ Compensation – Stock Compensation (Topic 718) In May 2016, the FASB issued ASU No. 2016-12, “ Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients” In August 2016, the FASB issued ASU 2016-15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments” In October 2016, the FASB issued ASU 2016-16, “Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other than Inventory”, In November 2016, the FASB issued ASU 2016-18, “Statement of Cash Flows (Topic 230)” In May 2017, the FASB issued ASU 2017-09, “ Compensation—Stock Compensation (Topic 718): Scope of Modification Accounting,” In July 2017, the FASB issued ASU 2017-11, “ Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480) and Derivatives and Hedging (Topic 815): I. Accounting for Certain Financial Instruments with Down Round Features; II. Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception” Distinguishing Liabilities from Equity Adoption of ASU 2017-11 As noted above, in connection with the securities purchase agreement and debt transactions during the year ended December 31, 2016, the Company issued warrants, to purchase common stock with an exercise price of $0.15 and a five-year term. Upon issuance of the warrants, the Company evaluated the note agreement to determine if the agreement contained any embedded components that would qualify the agreement as a derivative. The Company identified certain put features embedded in the warrants that potentially could result in a net cash settlement in the event of a fundamental transaction, requiring the Company to classify the warrants as a derivative liability. The Company changed its method of accounting for the debt and warrants through the early adoption of ASU 2017-11 during the three months ended December 31, 2017 on a retrospective basis. Accordingly, the Company recorded the warrant derivative and conversion option derivative liabilities to additional paid in capital upon issuance. Comparative disclosures to 2016 audited numbers in the footnotes represent the restated amounts due to the early adoption. The following table provides a summary of the derivative liability activity as a result of the adoption of ASU 2017-11: Warrants Convertible Note Total Balance – December 31, 2015 $ - $ - $ - Issuance of derivative liabilities 5,206,444 2,294,435 7,500,879 Extinguishment of derivative liability from exercise of warrants (2,831,851 ) - (2,831,851 ) Change in fair value of derivative liability 825,544 1,004,165 1,829,709 Reclassified derivative liabilities of adoption (3,200,137 ) (3,298,000 ) (6,498,737 ) Balance – December 31, 2016 $ - $ - $ - Tabular summaries of the revisions and the corresponding effects on the consolidated balance sheet as of December 31, 2016 and consolidated statement of earnings for the year ended December 31, 2016 are presented below: Consolidated Balance Sheet December 31, 2016 Previously Revised Reported Revisions Reported Convertible promissory note – related party, net $ 1,456 $ 1,025,720 $ 1,027,176 Derivative liabilities – related party 6,498,737 (6,498,737 ) - Additional paid in capital 21,132,386 (1,467,767 ) 19,664,619 Accumulated deficit (24,529,440 ) 6,940,783 (17,588,657 ) Consolidated Statement of Operations Year ended December 31, 2016 Previously Reported Revisions Revised Reported Interest expense $ (26,676 ) $ 195 $ (26,481 ) Change in fair value of derivative liabilities (1,829,709 ) 1,829,709 - Derivative expense (5,110,879 ) 5,110,879 - Net loss $ (8,448,886 ) $ 6,940,783 $ (1,508,103 ) Net loss per ordinary share: Basic $ (0.16 ) $ (0.13 ) $ (0.03 ) In September 2017, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2017-13, Revenue Recognition (Topic 605), Revenue from Contracts with Customers (Topic 606), Leases (Topic 840), and Leases (Topic 842). Management does not believe that any recently issued, but not yet effective accounting pronouncements, when adopted, will have a material effect on the accompanying consolidated financial statements. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Note 4 – Property and Equipment Property and equipment stated at cost, less accumulated depreciation and amortization, consisted of the following: December 31, 2017 December 31, 2016 Computer Equipment $ 43,087 $ 33,858 Equipment 460,927 390,656 Furniture and Fixtures 62,321 45,198 Leasehold Improvements 22,495 22,495 588,830 492,207 Less: Accumulated depreciation (423,427 ) (276,259 ) $ 165,403 $ 215,948 Depreciation expense was $147,832 and $159,102 for the years ended December 31, 2017 and 2016, respectively. |
Investment in CONtv Joint Ventu
Investment in CONtv Joint Venture | 12 Months Ended |
Dec. 31, 2017 | |
Investment In Contv Joint Venture | |
Investment in CONtv Joint Venture | Note 5 – Investment in CONtv Joint Venture On August 27, 2014, the Company entered into a joint venture and executed an Operating Agreement with Cinedigm, ROAR (a related party co-founded by one of the Company’s directors) and Bristol Capital (a related party founded by the Company’s Chairman of the Board). The Company owned a 47.50% interest in the newly formed entity, CONtv. The Company was accounting for the interest in the joint venture utilizing the equity method of accounting. On November 16, 2015, the Company entered that certain A&R Operating Agreement by and among, the Company, Cinedigm, ROAR and Bristol Capital, pursuant to which the Company’s interest in CONtv was reduced to a non-dilutable 10% membership interest. Such agreement was deemed effective on the execution date; however, Cinedigm agreed to the Company recognizing only 10% of the losses from the period July 1, 2015 through December 31, 2015. Pursuant to the A&R Operating Agreement, the Company is only obligated to fund on-going costs in the amount of $25,000 in cash on an on-going monthly basis for a period of 12 months following the effective date. For the years ended December 31, 2017 and 2016, the Company recognized $0 and $262,500 in losses from this venture, respectively. As of December 31, 2017 and 2016, the Company has a balance due to CONtv of $224,241. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 6 – Related Party Transactions Wiz Wizard On December 29, 2014, the Company and a member of the Board formed Wiz Wizard (d/b/a ConBox) in the State of Delaware. The Company and the member of the Board each owned 50% of the membership interest and agreed to allocate the profits and losses accordingly upon repayment of the initial capital contributions on a pro rata basis. On February 4, 2016, the member of the Board assigned his fifty percent (50%) membership interest to the Company. The Company ceased ConBox operations in 2017. Consulting Agreement On December 29, 2016, the Company entered into a Consulting Services Agreement (the “Consulting Agreement”) with Bristol Capital, LLC, a Delaware limited liability company (“Bristol”) managed by Paul L. Kessler, the Chairman of the Company. Pursuant to the Consulting Agreement, Mr. Kessler will serve as Executive Chairman of the Company. The initial term of the Agreement is from December 29, 2016 through March 28, 2017 (the “Initial Term”). The term of the Consulting Agreement will be automatically extended for additional terms of 90-day periods each (each a “Renewal Term” and together with the Initial Term, the “Term”), unless either the Company or Bristol gives prior written notice of non-renewal to the other party no later than thirty (30) days prior to the expiration of the then current Term. During the Term, the Company will pay Bristol a monthly fee (the “Monthly Fee”) of Eighteen Thousand Seven Hundred Fifty and No/100 Dollars ($18,750). In addition, the Company will grant to Bristol options to purchase up to an aggregate of 600,000 shares of the Company’s common stock. During the year ended December 31, 2017 and 2016, the Company incurred total expenses of $208,106 and $80,132, respectively, for services provided by Bristol. At December 31, 2017 and 2016, the Company accrued $208,106 and $75,000, respectively, of monthly fees due to Bristol. Operating Sublease On June 16, 2016, the Company entered into a Standard Multi-Tenant Sublease (“Sublease”) with Bristol Capital Advisors, LLC (“Bristol Capital Advisors”), an entity controlled by the Company’s Chairman of the Board. The term of the Sublease is for 5 years and 3 months beginning on July 1, 2016 with monthly payments of $8,118. Upon execution of the Sublease, the Company paid a security deposit of $9,137 and $199,238 for prepaid rent of which $76,006 and $181,796 remain at December 31, 2017 and 2016, respectively. During the year ended December 31, 2017 and 2016, the Company incurred total rent expense of $98,877 and $24,354, respectively, under the Sublease. See Note 7 for future minimum rent payments due. Outsourced Marketing During the year ended December 31, 2017, the Company utilized outsourced marketing support from a company affiliated with ROAR, which is partially owned by a member of the Board. The Company had expenses of $7,500 and $5,809 during the years ended December 31, 2017 and 2016. As of December 31, 2017 and 2016, the outstanding liability due to ROAR was $2,250 and $0, respectively. Securities Purchase Agreement Effective December 1, 2016, the Company entered into the Purchase Agreement with Bristol Investment Fund, Ltd. (the “ Purchaser (i) Debenture The Debenture with an initial principal balance of $2,500,000, due December 30, 2018 (the “Maturity Date”), will accrue interest on the aggregate unconverted and then outstanding principal amount of the Debenture at the rate of 12% per annum. Interest is payable quarterly on (i) January 1, April 1, July 1 and October 1, beginning on January 1, 2017, (ii) on each date the Purchaser converts, in whole or in part, the Debenture into Common Stock (as to that principal amount then being converted), and (iii) on the day that is 20 days following the Company’s notice to redeem some or all of the of the outstanding principal of the Debenture (only as to that principal amount then being redeemed) and on the Maturity Date. The Debenture is convertible into shares of the Company’s Common Stock at any time at the option of the holder, at an initial conversion price of $0.15 per share, subject to adjustment. In the event of default occurs, the conversion price shall be the lesser of (i) the initial conversion price of $0.15 and (ii) 50% of the average of the 3 lowest trading prices during the 20 trading days immediately prior to the applicable conversion date. (ii) Series A Warrants The Series A Warrants to acquire up to 16,666,667 shares of Common Stock at the Series A Initial Exercise Price of $0.15 and expiring on December 1, 2021. The Warrants may be exercised immediately upon the issuance date, upon the option of the holder. (iii) Series B Warrants The Series B Warrants to acquire up to 16,666,650 shares of Common Stock at the Series B Initial Exercise Price of $0.15 and expiring on December 1, 2021. The Series B Warrants were exercised immediately upon the issuance date. The Company received gross proceeds of $1,667 upon exercise of the warrants. Upon issuance of the note, the Company valued the warrants using the Black-Scholes Option Pricing model and accounted for it using the relative fair value of $1,448,293 as debt discount on the consolidated balance sheet. The debt discount is amortized over the earlier of (i) the term of the debt or (ii) conversion of the debt, using the effective interest method which approximates the interest method. The amortization of debt discount is included as a component of interest expense in the consolidated statements of operations. There was unamortized debt discount of $1,383,021 and $1,472,824 as of December 31, 2017 and 2016, respectively, which includes the debt discount recorded upon execution of the Securities Purchase Agreement discussed above. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 7 – Commitments and Contingencies Employment Agreements Appointment of Executive Vice President and Chief Operating Officer On November 8, 2016, the Company formally entered into an employment agreement (the “Malinoff Employment Agreement”) with Randall S. Malinoff in connection with his appointment as the Company’s Executive Vice President and Chief Operating Officer on July 14, 2016 (the “Effective Date”) to serve for a period of two years from the Effective Date. In connection with such appointment, Mr. Malinoff will receive an annual base salary of $225,000 and will be eligible for a performance-based bonus at the discretion of the Board. On November 8, 2016, pursuant to the terms of the Malinoff Employment Agreement, the Company granted six hundred thousand (600,000) options to purchase shares of the Company’s common stock. On July 5, 2017, Mr. Malinoff departed from the Company. Mr. Malinoff is currently engaged in a dispute with the Company. The dispute pertains to his departure from the Company. Both Mr. Malinoff and the Company have retained counsel to engage on the issues in controversy. As of December 31, 2017, all of Mr. Malinoff’s options have been cancelled. Appointment of President and Chief Executive Officer On April 22, 2016, the Board approved the appointment of Mr. John D. Maatta as the Company’s President and Chief Executive Officer, effective as of May 3, 2016. Mr. Maatta will continue to serve as a member of the Board. In addition, the Board granted Mr. Maatta options to purchase up to an aggregate of 1,100,000 shares of the Company’s common stock, subject to the terms and conditions of the Third Amended and Restated 2011 Stock Incentive and Award Plan. Mr. Maatta formally entered into his Employment Agreement with the Company on July 17, 2016. Mr. Maatta received the following, with effective dates as defined below: 1) upon the effectiveness of the Maatta Appointment on May 3, 2016, three hundred thousand (300,000) options to purchase shares of the Company’s common stock at an exercise price of $0.50 per share, such options to vest only upon a Change in Control (as defined in Mr. Maatta’s Employment Agreement) during Mr. Maatta’s tenure as President and Chief Executive Officer; 2) upon the effectiveness of the Maatta Appointment on May 3, 2016, eight hundred thousand (800,000) options to purchase shares of the Company’s common stock, such options to vest, at the applicable exercise price, as follows: a. one hundred thousand (100,000) options shall be exercisable at a price of $0.50 per share and shall vest immediately; b. one hundred thousand (100,000) options shall be exercisable at a price of $0.50 per share and shall vest by September 30, 2016; c. one hundred thousand (100,000) options shall be exercisable at a price of $0.50 per share and shall vest by December 31, 2016; d. one hundred thousand (100,000) options shall be exercisable at a price of $0.55 per share and shall vest by March 31, 2017; e. one hundred thousand (100,000) options shall be exercisable at a price of $0.55 per share and shall vest by June 30, 2017; f. one hundred thousand (100,000) options shall be exercisable at a price of $0.55 per share and shall vest by September 30, 2017; g. one hundred thousand (100,000) options shall be exercisable at a price of $0.60 per share and shall vest by December 31, 2017; and h. one hundred thousand (100,000) options shall be exercisable at a price of $0.60 per share and shall vest by March 31, 2018. Consulting Agreement As discussed in Note 6, on December 29, 2016, the Company entered into a Consulting Services Agreement (the “Consulting Agreement”) with Bristol managed by Paul L. Kessler, the Chairman of the Company. Pursuant to the Consulting Agreement, Mr. Kessler will serve as Executive Chairman of the Company. The initial term of the Agreement is from December 29, 2016 through March 28, 2017 (the “Initial Term”). The term of the Consulting Agreement will be automatically extended for additional terms of 90-day periods each (each a “Renewal Term” and together with the Initial Term, the “Term”), unless either the Company or Bristol gives prior written notice of non-renewal to the other party no later than thirty (30) days prior to the expiration of the then current Term. During the Term, the Company will pay Bristol a monthly fee (the “Monthly Fee”) of Eighteen Thousand Seven Hundred Fifty and No/100 Dollars ($18,750). For services rendered by Bristol prior to entering into the Consulting Agreement, the Company will pay Bristol the Monthly Fee, pro-rated, for the time between September 1, 2016 and December 29, 2016. Bristol may also receive an annual bonus as determined by the Compensation Committee of the Company’s Board of Directors (the “Board”) and approved by the Board. At December 31, 2017 and 2016, the Company accrued $208,106 and $75,000 of monthly fees due to Bristol, respectively. In addition, the Company will grant to Bristol options to purchase up to an aggregate of 600,000 shares of the Company’s common stock in accordance with the following vesting schedule and at the applicable exercise prices therein: Bristol received the following, with effective dates as defined below: 1) upon the effectiveness of the Consulting Agreement on December 29, 2016, seventy-five thousand (75,000) options to purchase shares of the Company’s common stock at an exercise price of $0.50 per share, such options to vest upon execution of the agreement; 2) upon the effectiveness of the Consulting Agreement on December 29, 2016, five hundred twenty-five thousand (525,000) options to purchase shares of the Company’s common stock, such options to vest, at the applicable exercise price, as follows: a. Seventy-five thousand (75,000) options shall be exercisable at a price of $0.50 per share and shall vest immediately; b. Seventy-five thousand (75,000) options shall be exercisable at a price of $0.55 per share and shall vest by March 31, 2017; c. Seventy-five thousand (75,000) options shall be exercisable at a price of $0.55 per share and shall vest by June 30, 2017; d. Seventy-five thousand (75,000) options shall be exercisable at a price of $0.55 per share and shall vest by September 30, 2017; e. Seventy-five thousand (75,000) options shall be exercisable at a price of $0.60 per share and shall vest by December 31, 2017; f. Seventy-five thousand (75,000) options shall be exercisable at a price of $0.60 per share and shall vest by March 31, 2018; and g. Seventy-five thousand (75,000) options shall be exercisable at a price of $0.60 per share and shall vest by June 30, 2018. Operating Lease On June 16, 2016, the Company entered into a Standard Multi-Tenant Sublease (“Sublease”) with Bristol Capital Advisors, an entity controlled by the Company’s Chairman of the Board. The term of the Sublease is for 5 years and 3 months beginning on July 1, 2016 with monthly payments of $8,118. Upon execution of the Sublease, the Company paid a security deposit of $9,137 and $199,238 for prepaid rent of which $76,006 and $181,796 remain at December 31, 2017 and 2016, respectively. During the year ended December 31, 2017 and 2016, the Company incurred total rent expense of $98,877 and $24,354 under the Sublease, respectively. See below for future minimum rent payments due. Future minimum lease payments inclusive of related tax required under the non-cancelable operating lease are as follows: Fiscal year ending December 31: 2018 $ 101,844 2019 104,899 2020 108,046 2021 83,054 $ 397,843 Obligation to Fund CONtv As discussed in Note 3, on November 16, 2015, pursuant to that certain A&R Operating Agreement for CONtv, the Company’s ownership interest in CONtv was reduced to 10%. In addition, the Company is only obligated to fund on-going costs in the amount of $25,000 in cash on an on-going monthly basis for a period of 12 months following the effective date. For the years ended December 31, 2017 and 2016, the Company recognized $0 and $262,500 in losses from this venture, respectively. As of December 31, 2017 and 2016, the Company has a balance due to CONtv of $224,241. Stephen Shamus Lawsuit On October 28, 2016, the Company filed a Complaint (the “SDNY Complaint”) and commenced a lawsuit in the United States District Court, Southern District of New York, against Stephen Shamus, the former Chief Marketing Officer of the Company whose employment was terminated on October 27, 2016 (the “SDNY Lawsuit”). In the SDNY Lawsuit, the Company alleges, among other things, breach of fiduciary duty, misappropriation of corporation assets, breach of contract, and conversion, against Mr. Shamus relating to the Company’s assertion that he used his position with the Company to improperly obtain memorabilia at the Company’s Comic Conventions which he would then sell and retain the profits from for his own benefit. On November 16, 2016, Mr. Shamus filed an Answer to the SDNY Complaint with counterclaims against the Company (the “SDNY Counterclaim”). The SDNY Counterclaim alleges breach of contract and unjust enrichment against the Company and seeks compensatory damages in the form of cash. The lawsuit was concluded on February 15, 2017 with no financial impact on the Company’s financial statements. Gareb Shamus Lawsuit On December 16, 2016, the Company filed a Complaint (the “DNJ Complaint”) and commenced a lawsuit in the United States District Court, District of New Jersey (the “DNJ Lawsuit”), against Gareb Shamus, the founder and former Chief Executive Officer of the Company; Pivot Media LLC and 4 Brothers LLC, entities owned and operated by Gareb Shamus; Stephen Shamus, the former Chief Marketing Officer of the Company whose employment was terminated on October 27, 2016; Kenneth Shamus, a former director of the Company; Eric Weisblum; GEM Funding LLC; It’s All Normal LLC; and various other defendants (collectively, the “DNJ Defendants”). In the DNJ Complaint, the Company alleged that the DNJ Defendants violated Section 13(d) of the Securities and Exchange Act of 1934 and SEC Rules 13d-1 and 13d-5. The Company sought an injunction to compel the DNJ Defendants to make complete disclosure under Section 13(d) of the Exchange Act and to cure their past violations. The DNJ Lawsuit was concluded on February 15, 2017 with no financial impact on the Company’s financial statements. Silverman Lawsuit On January 11, 2017, Arden B. Silverman (“Silverman”), d/b/a Capital Asset Protection, filed a complaint (the “Silverman Complaint”) and commenced a lawsuit against the Company in the Superior Court of California, County of Los Angeles – Central District (the “Silverman Lawsuit”). Silverman brought the claim after being assigned the right title and interest in a claim against the Company by Rogers & Cowan, Inc., a California corporation (Rogers & Cowan). The Silverman Complaint alleges the Company owes $42,600 plus attorney’s fees to Silverman for services provided by Rogers & Cowan to the Company. On April 10, 2017, the Company filed a cross Cross-Complaint in the Silverman Lawsuit against Rogers and Cowan, among others (the “Cross-Complaint”). The Cross-Complaint seeks in excess of $90,000 from Rogers & Cowan, among others, and alleges, fraud, negligent misrepresentation, breach of written agreement; breach of covenant of good faith and fair dealings, and violations of Cal. Bus. & Prof. Code §§17200 et seq. The matters at issue in the Silverman lawsuit were resolved by way of a mutual settlement with no financial impact on the Company’s financial statements in June 2017. Malinoff Dispute Randall Malinoff, the Company’s former Chief Operating Officer, who departed from on the Company as of July 5, 2017, is currently engaged in a dispute with the Company. A complaint for breach of contract and various disability discrimination claims was filed after the Company terminated him for cause. The Company believes that the matter, which is set for trial in 2019, is wrongful and is without merit. The Company currently intends to proceed to trial on this matter. With the exception of the foregoing disputes, the Company is not involved in any disputes and does not have any litigation matters pending which the Company believes could have a materially adverse effect on the Company’s financial condition or results of operations. |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) | 12 Months Ended |
Dec. 31, 2017 | |
Equity [Abstract] | |
Stockholders' Equity (Deficit) | Note 8 – Stockholders’ Equity (Deficit) The Company’s authorized capital stock consists of 100,000,000 shares, of which 80,000,000 are for shares of common stock, par value $0.0001 per share, and 20,000,000 are for shares of preferred stock, par value $0.0001 per share, of which 50,000 have been designated as Series A Cumulative Convertible Preferred Stock. As of December 31, 2017 and 2016, there were 68,535,036 shares of common stock issued and outstanding. Each share of the common stock entitles its holder to one vote on each matter submitted to the shareholders. Equity Incentive Plan On May 9, 2011, the Board approved, authorized and adopted (subject to stockholder approval) the 2011 Incentive Stock and Award Plan (the “Plan”). The Plan was amended on September 14, 2011, April 11, 2012, July 9, 2012 and September 25, 2014. The Plan provides for the issuance of up to 15,000,000 shares of common stock, par value $.0001 per share, of the Company through the grant of non-qualified options (the “Non-qualified Options”), incentive options (the “Incentive Options”) and together with the Non-qualified Options, the (“Options”) and restricted stock (the “Restricted Stock”) to directors, officers, consultants, attorneys, advisors and employees. The Plan shall be administered by a committee consisting of two or more independent, non-employee and outside directors (the “Committee”). In the absence of such a Committee, the Board shall administer the Plan. Each Option shall contain the following material terms: (i) the exercise price, which shall be determined by the Committee at the time of grant, shall not be less than 100% of the Fair Market Value (defined as the closing price on the final trading day immediately prior to the grant on the principal exchange or quotation system on which the common stock is listed or quoted, as applicable) of the common stock of the Company, provided (ii) the term of each Option shall be fixed by the Committee, provided provided further (iii) subject to acceleration in the event of a Change of Control of the Company (as further described in the Plan), the period during which the Options vest shall be designated by the Committee or, in the absence of any Option vesting periods designated by the Committee at the time of grant, shall vest and become exercisable in equal amounts on each fiscal quarter of the Company through the four (4) year anniversary of the date on which the Option was granted; (iv) no Option is transferable and each is exercisable only by the recipient of such Option except in the event of the death of the recipient; and (v) with respect to Incentive Options, the aggregate Fair Market Value of common stock exercisable for the first time during any calendar year shall not exceed $100,000. Each award of Restricted Stock is subject to the following material terms: (i) no rights to an award of Restricted Stock is granted to the intended recipient of Restricted Stock unless and until the grant of Restricted Stock is accepted within the period prescribed by the Committee; (ii) Restricted Stock shall not be delivered until they are free of any restrictions specified by the Committee at the time of grant; (iii) recipients of Restricted Stock have the rights of a stockholder of the Company as of the date of the grant of the Restricted Stock; (iv) shares of Restricted Stock are forfeitable until the terms of the Restricted Stock grant have been satisfied or the employment with the Company is terminated; and (v) the Restricted Stock is not transferable until the date on which the Committee has specified such restrictions have lapsed. Stock Options The following is a summary of the Company’s option activity: Options Weighted Average Exercise Price Outstanding – January 1, 2016 9,933,500 $ 0.70 Exercisable – January 1, 2016 4,332,500 $ 0.41 Granted 2,000,000 $ 0.55 Exercised - $ - Forfeited/Cancelled (6,614,500 ) $ - Outstanding – December 31, 2016 5,319,000 $ 0.57 Exercisable – December 31, 2016 1,640,500 $ 0.47 Granted - $ - Exercised - $ - Forfeited/Cancelled (1,276,000 ) $ - Outstanding – December 31, 2017 4,043,000 $ 0.58 Exercisable – December 31, 2017 3,328,000 $ 0.57 Options Outstanding Options Exercisable Exercise Price Number Outstanding Weighted Average Remaining Contractual Life (in years) Weighted Average Exercise Price Number Exercisable Weighted Average Exercise Price $ 0.40 - 1.50 4,043,000 2.10 years $ 0.58 3,328,000 $ 0.57 At December 31, 2017, the total intrinsic value of options outstanding and exercisable was $0 and $0, respectively. The Company recognized an aggregate of $296,274 and $777,536 in compensation expense during the years ended December 31, 2017 and 2016, respectively, related to option awards. At December 31, 2017, unrecognized stock-based compensation was $310,519. Stock Warrants The following is a summary of the Company’s warrant activity: Warrants Weighted Average Exercise Price Outstanding – January 1, 2016 - $ - Exercisable – January 1, 2016 - $ - Granted 33,333,317 $ 0.08 Exercised (16,666,650 ) $ 0.00 Forfeited/Cancelled - $ - Outstanding – December 31, 2016 16,666,667 $ 0.15 Exercisable – December 31, 2016 16,666,667 $ 0.15 Granted - - Exercised - - Forfeited/Cancelled - - Outstanding – December 31, 2017 16,666,667 $ 0.15 Exercisable – December 31, 2017 16,666,667 $ 0.15 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 $ 0.15 16,666,667 4.67 years $ 0.15 16,666,667 $ 0.15 At December 31, 2017, the total intrinsic value of warrants outstanding and exercisable was $0 and $0, respectively. There were no new options or warrants granted during the year ended December 31, 2017. The following table summarizes the range of assumptions the Company utilized to estimate the fair value of the options and warrants issued during the year ended December 31, 2016: Assumptions December 31, 2016 Expected term (years) 2.40-5.00 Expected volatility 90%-115 % Risk-free interest rate 0.87% - 1.96 % Dividend yield 0.00 % The expected warrant term is based on the contractual term. The expected option term is computed using the “simplified” method as permitted under the provisions of ASC 718-10-S99. The Company uses the simplified method to calculate expected term of share options and similar instruments as the Company does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term. The expected volatility is based on historical-volatility of the Company when stock prices were publicly available. The risk-free interest rate is based on the U.S. Treasury yields with terms equivalent to the expected term of the related option at the valuation date. Dividend yield is based on historical trends. |
Credit Risk
Credit Risk | 12 Months Ended |
Dec. 31, 2017 | |
Risks and Uncertainties [Abstract] | |
Credit Risk | Note 9 – Credit Risk Financial instruments that potentially subject the Company to significant concentration of credit risk consist primarily of cash and cash equivalents. As of December 31, 2017, substantially all of the Company’s cash and cash equivalents were held by major financial institutions and the balance in certain accounts exceeded the maximum amount insured by the Federal Deposits Insurance Corporation (“FDIC”). However, the Company has not experienced losses on these accounts and management believes that the Company is not exposed to significant risks on such accounts. |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2017 | |
Segment Reporting [Abstract] | |
Segment Information | Note 10 – Segment Information The Company maintained operating segments; Conventions and Conbox. The Company ceased Conbox operations in 2017, which is the principal reason for the decrease in operating results compared to 2016. The Company evaluated performance of its operating segments based on revenue and operating profit (loss). Segment information for the years ended December 31, 2017 and 2016 and as of December 31, 2017 and 2016, are as follows: Conventions ConBox Total Year ended December 31, 2017 Revenue $ 14,983,033 $ 84,580 $ 15,067,613 Cost of revenue (14,978,136 ) (80,161 ) (15,058,297 ) Gross margin 4,897 4,419 10,371,076 Operating expenses (5,314,391 ) (32,533 ) (5,346,924 ) Operating loss (5,309,494 ) (28,114 ) (5,337,608 ) Year ended December 31, 2016 Revenue $ 21,994,433 $ 707,101 $ 22,701,534 Cost of revenue (14,972,190 ) (1,029,898 ) (16,002,088 ) Gross margin (164,903 - (164,903 Operating expenses (6,857,340 ) (322,797 ) 6,534,543 ) Operating profit (loss) (7,627,847 ) (88,942 (7,716,789 ) December 31, 2017 Accounts receivable, net $ 336,030 $ - $ 336,030 Total assets 2,940,089 - 2,940,089 Unearned revenue 2,164,972 - 2,164,972 December 31, 2016 Accounts receivable, net $ 128,561 $ 59,258 $ 187,819 Total assets 5,775,871 59,258 5,835,129 Unearned revenue 1,479,392 95,546 1,574,938 |
Income Tax Provision
Income Tax Provision | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Tax Provision | Note 11 – Income Tax Provision Deferred Tax Assets On December 22, 2017, the Tax Cuts and Jobs Act (the “Tax Reform Bill”) was signed into law. Prior to the enactment of the Tax Reform Bill, the Company measured its deferred tax assets at the federal rate of 34%. The Tax Reform Bill reduced the federal tax rate to 21% resulting in the re-measurement of the deferred tax asset as of December 31, 2017. Beginning January 1, 2018, the lower tax rate of 21% will be used to calculate the amount of any federal income tax due on taxable income earned during 2018. At December 31, 2017, the Company has available for U.S. federal income tax purposes a net operating loss (“NOL”) carry-forwards of approximately $9,919,000 that may be used to offset future taxable income through the fiscal year ending December 31, 2036. If not used, these NOLs may be subject to limitation under Internal Revenue Code Section 382 should there be a greater than 50% ownership change as determined under the regulations. The Company plans on undertaking a detailed analysis of any historical and/or current Section 382 ownership changes that may limit the utilization of the net operating loss carryovers. No tax benefit has been reported with respect to these net operating loss carry-forwards in the accompanying consolidated financial statements since the Company believes that the realization of its net deferred tax asset of approximately $2,083,000 was not considered more likely than not and accordingly, the potential tax benefits of the net loss carry-forwards are fully offset by a valuation allowance of $2,083,000. Deferred tax assets consist primarily of the tax effect of NOL carry-forwards. The Company has provided a full valuation allowance on the deferred tax assets because of the uncertainty regarding its realizability. In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon future generation for taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all the information available, Management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. The valuation allowance increased by approximately $590,000 and $249,000 for the years ended December 31, 2017 and 2016, respectively. The Company evaluated the provisions of ASC 740 related to the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements. ASC 740 prescribes a comprehensive model for how a company should recognize, present, and disclose uncertain positions that the Company has taken or expects to take in its tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. Differences between tax positions taken or expected to be taken in a tax return and the net benefit recognized and measured pursuant to the interpretation are referred to as “unrecognized benefits.” A liability is recognized (or amount of net operating loss carry forward or amount of tax refundable is reduced) for unrecognized tax benefit because it represents an enterprise’s potential future obligation to the taxing authority for a tax position that was not recognized as a result of applying the provisions of ASC 740. If applicable, interest costs related to the unrecognized tax benefits are required to be calculated and would be classified as “Other expenses – Interest expense” in the statement of operations. Penalties would be recognized as a component of “General and administrative.” No material interest or penalties on unpaid tax were recorded during the years ended December 31, 2017 and 2016, respectively. As of December 31, 2017 and 2016, no liability for unrecognized tax benefits was required to be reported. The Company does not expect any significant changes in its unrecognized tax benefits in the next year. Components of deferred tax assets are as follows: December 31, 2017 December 31, 2016 Net deferred tax assets – Non-current: Expected income tax benefit from NOL carry-forwards $ 2,083,000 $ 1,493,000 Less valuation allowance (2,083,000 ) (1,493,000 ) Deferred tax assets, net of valuation allowance $ - $ - Income Tax Provision in the Consolidated Statements of Operations A reconciliation of the federal statutory income tax rate and the effective income tax rate as a percentage of income before income taxes is as follows: For the Year Ended December 31, 2017 For the Year Ended December 31, 2016 Federal statutory income tax rate 21.0 % 34.0 % Change in valuation allowance on net operating loss carry-forwards (21.0 %) (34.0 %) Effective income tax rate 0.0 % 0.0 % |
Significant and Critical Acco18
Significant and Critical Accounting Policies and Practices (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The Company’s consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”). |
Use of Estimates and Assumptions and Critical Accounting Estimates and Assumptions | Use of Estimates and Assumptions and Critical Accounting Estimates and Assumptions The preparation of financial statements in conformity with U.S. GAAP 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 dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include all accounts of the entities as of the reporting period ending date(s) and for the reporting period(s) as follows: Name of consolidated subsidiary or entity State or other jurisdiction of incorporation or organization Date of incorporation or formation (date of acquisition, if applicable) Attributable interest KTC Corp. The State of Nevada, U.S.A. September 20, 2010 100 % Kicking the Can L.L.C. The State of Delaware, U.S.A. April 17, 2009 100 % Wizard World Digital, Inc. The State of Nevada, U.S.A. March 18, 2011 100 % Wiz Wizard, LLC The State of Delaware, U.S.A. December 29, 2014 100 % ButtaFyngas, LLC The State of Delaware, U.S.A. April 10, 2015 50 % All inter-company balances and transactions have been eliminated. Non–controlling interest represents the minority equity investment in the Company’s subsidiaries, plus the minority investors’ share of the net operating results and other components of equity relating to the non–controlling interest. As of December 31, 2017, the aggregate non-controlling interest in ButtaFyngas was ($12,498). As of December 31, 2016, the aggregate non-controlling interest in Wiz Wizard and ButtaFyngas was ($11,817). The non-controlling interest is separately disclosed on the Consolidated Balance Sheet. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers investments with original maturities of three months or less to be cash equivalents. The Company minimizes its credit risk associated with cash by periodically evaluating the credit quality of its primary financial institution. The balance at times may exceed federally insured limits. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments For purpose of this disclosure, the fair value of a financial instrument is the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced sale or liquidation. The carrying amount of the Company’s short-term financial instruments approximates fair value due to the relatively short period to maturity for these instruments. |
Accounts Receivable and Allowance for Doubtful Accounts | Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable are stated at the amount management expects to collect from outstanding balances. The Company generally does not require collateral to support customer receivables. The Company provides an allowance for doubtful accounts based upon a review of the outstanding accounts receivable, historical collection information and existing economic conditions. The Company determines if receivables are past due based on days outstanding, and amounts are written off when determined to be uncollectible by management. The maximum accounting loss from the credit risk associated with accounts receivable is the amount of the receivable recorded, which is the face amount of the receivable net of the allowance for doubtful accounts. As of December 31, 2017 and 2016, the allowance for doubtful accounts was $0 and $0, respectively. |
Inventories | Inventories Inventories are stated at average cost using the first-in, first-out (FIFO) valuation method. Inventory was comprised of the following: December 31, 2017 December 31, 2016 Finished goods $ 1,204 $ - |
Property and Equipment | Property and Equipment Property and equipment are recorded at cost. Expenditures for major additions and betterments are capitalized. Maintenance and repairs are charged to operations as incurred. Depreciation is computed by the straight-line method (after taking into account their respective estimated residual values) over the estimated useful lives of the respective assets as follows: Estimated Useful Life (Years) Computer equipment 3 Equipment 2-5 Furniture and fixture 7 Leasehold improvements * (*) Amortized on a straight-line basis over the term of the lease or the estimated useful lives, whichever period is shorter. Upon sale or retirement of property and equipment, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in the consolidated statements of operations. |
Investments - Cost Method, Equity Method and Joint Venture | Investments - Cost Method, Equity Method and Joint Venture In accordance with sub-topic 323-10 of the FASB ASC (“Sub-topic 323-10”), the Company accounts for investments in common stock of an investee for which the Company has significant influence in the operating or financial policies even though the Company holds 50% or less of the common stock or in-substance common stock. |
Method of Accounting | Method of Accounting Investments held in stock of entities other than subsidiaries, namely corporate joint ventures and other non-controlled entities usually are accounted for by one of three methods: (i) the fair value method (addressed in Topic 320), (ii) the equity method (addressed in Topic 323), or (iii) the cost method (addressed in Subtopic 325-20). Pursuant to Paragraph 323-10-05-5, the equity method tends to be most appropriate if an investment enables the investor to influence the operating or financial policies of the investee. |
Investment in Contv | Investment in CONtv On August 27, 2014, the Company entered into a joint venture and executed an Operating Agreement for CON TV LLC (“CONtv”) with Cinedigm Entertainment Corp. (“Cinedigm”), ROAR, LLC (a related party partially owned by a member of the Board) (“ROAR”) and Bristol Capital, LLC (a related party controlled by a member of the Board) (“Bristol Capital”). The Company owned a 47.50% interest in the newly formed entity, CONtv. The Company was accounting for the interest in the joint venture utilizing the equity method of accounting. On November 16, 2015, pursuant to that certain Amended and Restated Operating Agreement for CONtv by and among the aforementioned parties (the “A&R Operating Agreement”), the Company’s ownership interest in CONtv was reduced to 10%. Pursuant to the A&R Operating Agreement, the Company is only obligated to fund on-going costs in the amount of $25,000 in cash on an on-going monthly basis for a period of 12 months following the effective date. For the years ended December 31, 2017 and 2016, the Company recognized $0 and $262,500 in losses from this venture, respectively. As of December 31, 2017 and 2016, the investment in CONtv was $0. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company follows ASC 820-10 of the FASB Accounting Standards Codification to measure the fair value of its financial instruments and disclosures about fair value of its financial instruments. ASC 820-10 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S. GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, ASC 820-10 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The three (3) levels of fair value hierarchy defined by ASC 820-10 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 unobservable inputs and not corroborated by market data. Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable. 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. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument. The carrying amounts of the Company’s financial assets and liabilities, such as cash, accounts receivable, inventory, prepaid expenses and other current assets, accounts payable and accrued expenses approximate their fair values because of the short maturity of these instruments. In connection with the securities purchase agreement and debt transactions during the year ended December 31, 2016, the Company issued warrants, to purchase common stock with an exercise price of $0.15 and a five-year term. Upon issuance of the warrants, the Company evaluated the note agreement to determine if the agreement contained any embedded components that would qualify the agreement as a derivative. The Company identified certain put features embedded in the warrants that potentially could result in a net cash settlement in the event of a fundamental transaction, requiring the Company to classify the warrants as a derivative liability. During the year ended December 31, 2017, the Company early adopted ASU 2017-11 on a retrospective basis (see below). Transactions involving related parties typically cannot be presumed to be carried out on an arm’s-length basis, as the requisite conditions of competitive, free-market dealings may not exist. However, in the case of the convertible promissory note discussed in Note 6, the Company obtained a fairness opinion from an independent third party which supports that the transaction was carried out at an arm’s length basis. |
Revenue Recognition and Cost of Revenues | Revenue Recognition and Cost of Revenues The Company follows Paragraph 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition. The Company will recognize revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the product has been shipped or the services have been rendered to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured. Convention revenue is generally earned upon completion of the convention. Unearned convention revenue is deposits received for conventions that have not yet taken place, which are fully or partially refundable depending upon the terms and conditions of the agreements. Unearned ConBox revenue is non-refundable up-front payments for products. These payments are initially deferred and subsequently recognized over the subscription period, typically three months, and upon shipment of the product. The Company ceased ConBox operations during 2017. The Company recognizes cost of revenues in the period in which the revenues was earned. In the event the Company incurs cost of revenues for conventions that are yet to occur, the Company records such amounts as prepaid expenses and such prepaid expenses are expensed during the period the convention takes place. |
Shipping and Handling Costs | Shipping and Handling Costs The Company accounts for shipping and handling fees in accordance with paragraph 605-45-45-19 of the FASB Accounting Standards Codification. While amounts charged to customers for shipping products are included in revenues, the related costs are classified in cost of revenue as incurred. Shipping and handling costs were $21,479 and $178,931 for the years ended December 31, 2017 and 2016, respectively. |
Equity-based Compensation | Equity–based compensation The Company recognizes compensation expense for all equity–based payments in accordance with ASC 718 “ Compensation – Stock Compensation Restricted stock awards are granted at the discretion of the Company. These awards are restricted as to the transfer of ownership and generally vest over the requisite service periods, typically over a four-year period (vesting on a straight–line basis). The fair value of a stock award is equal to the fair market value of a share of Company stock on the grant date. The fair value of option award is estimated on the date of grant using the Black–Scholes option valuation model. The Black–Scholes option valuation model requires the development of assumptions that are input into the model. These assumptions are the expected stock volatility, the risk–free interest rate, the expected life of the option, the dividend yield on the underlying stock and the expected forfeiture rate. Expected volatility is calculated based on the historical volatility of the Company’s Common stock over the expected option life and other appropriate factors. The expected option term is computed using the “simplified” method as permitted under the provisions of ASC 718-10-S99. The Company uses the simplified method to calculate expected term of share options and similar instruments as the Company does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term. Risk–free interest rates are calculated based on continuously compounded risk–free rates for the appropriate term. The dividend yield is assumed to be zero as the Company has never paid or declared any cash dividends on the Common stock of the Company and does not intend to pay dividends on the Common stock in the foreseeable future. The expected forfeiture rate is estimated based on historical experience. 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, the 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 actual forfeiture rate is materially different from the Company’s estimate, the equity–based compensation could be significantly different from what the Company has recorded in the current period. The Company accounts for share–based payments granted to non–employees in accordance with ASC 505-40, “ Equity Based Payments to Non–Employees |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “ Income Taxes FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of December 31, 2017. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties at December 31, 2017. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The Company may be subject to potential examination by federal, state, and city taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions, and compliance with federal, state, and city tax laws. The Company's management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The Company is no longer subject to tax examinations by tax authorities for years prior to 2014. |
Earnings Per Share | Earnings per Share Earnings per share (“EPS”) is the amount of earnings attributable to each share of common stock. For convenience, the term is used to refer to either earnings or loss per share. EPS is computed pursuant to Section 260-10-45 of the FASB Accounting Standards Codification. Pursuant to ASC Paragraphs 260-10-45-10 through 260-10-45-16, basic EPS shall be computed by dividing income available to common stockholders (the numerator) by the weighted-average number of common shares outstanding (the denominator) during the period. Income available to common stockholders shall be computed by deducting both the dividends declared in the period on preferred stock (whether or not paid) and the dividends accumulated for the period on cumulative preferred stock (whether or not earned) from income from continuing operations (if that amount appears in the income statement) and also from net income. The computation of diluted EPS is similar to the computation of basic EPS except that the denominator is increased to include the number of additional common shares that would have been outstanding if the dilutive potential common shares had been issued during the period to reflect the potential dilution that could occur from common shares issuable through contingent shares issuance arrangement, stock options or warrants. The following table shows the outstanding dilutive common shares excluded from the diluted net income (loss) per share calculation as they were anti-dilutive: Contingent shares issuance arrangement, stock options or warrants For the Year Ended December 31, 2017 For the Year Ended December 31, 2016 Convertible note 16,666,667 16,666,667 Common stock options 4,043,000 5,319,000 Common stock warrants 16,666,667 16,666,667 Total contingent shares issuance arrangement, stock options or warrants 37,376,334 38,652,334 |
Reclassification | Reclassification Certain prior period amounts have been reclassified to conform to current period presentation. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In July 2015, the FASB issued the ASU No. 2015-11 “ Inventory (Topic 330) Simplifying the Measurement of Inventory” . In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842).” In April 2016, the FASB issued ASU No. 2016-10, “ Revenue from Contracts with Customers: Identifying Performance Obligations and Licensing (Topic 606) Revenue from Contracts with Customers: Principal versus Agent Considerations (Reporting Revenue Gross verses Net) (Topic 606) In April 2016, the FASB issued ASU No. 2016-09, “ Compensation – Stock Compensation (Topic 718) In May 2016, the FASB issued ASU No. 2016-12, “ Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients” In August 2016, the FASB issued ASU 2016-15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments” In October 2016, the FASB issued ASU 2016-16, “Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other than Inventory”, In November 2016, the FASB issued ASU 2016-18, “Statement of Cash Flows (Topic 230)” In May 2017, the FASB issued ASU 2017-09, “ Compensation—Stock Compensation (Topic 718): Scope of Modification Accounting,” In July 2017, the FASB issued ASU 2017-11, “ Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480) and Derivatives and Hedging (Topic 815): I. Accounting for Certain Financial Instruments with Down Round Features; II. Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception” Distinguishing Liabilities from Equity Adoption of ASU 2017-11 As noted above, in connection with the securities purchase agreement and debt transactions during the year ended December 31, 2016, the Company issued warrants, to purchase common stock with an exercise price of $0.15 and a five-year term. Upon issuance of the warrants, the Company evaluated the note agreement to determine if the agreement contained any embedded components that would qualify the agreement as a derivative. The Company identified certain put features embedded in the warrants that potentially could result in a net cash settlement in the event of a fundamental transaction, requiring the Company to classify the warrants as a derivative liability. The Company changed its method of accounting for the debt and warrants through the early adoption of ASU 2017-11 during the three months ended December 31, 2017 on a retrospective basis. Accordingly, the Company recorded the warrant derivative and conversion option derivative liabilities to additional paid in capital upon issuance. Comparative disclosures to 2016 audited numbers in the footnotes represent the restated amounts due to the early adoption. The following table provides a summary of the derivative liability activity as a result of the adoption of ASU 2017-11: Warrants Convertible Note Total Balance – December 31, 2015 $ - $ - $ - Issuance of derivative liabilities 5,206,444 2,294,435 7,500,879 Extinguishment of derivative liability from exercise of warrants (2,831,851 ) - (2,831,851 ) Change in fair value of derivative liability 825,544 1,004,165 1,829,709 Reclassified derivative liabilities of adoption (3,200,137 ) (3,298,000 ) (6,498,737 ) Balance – December 31, 2016 $ - $ - $ - Tabular summaries of the revisions and the corresponding effects on the consolidated balance sheet as of December 31, 2016 and consolidated statement of earnings for the year ended December 31, 2016 are presented below: Consolidated Balance Sheet December 31, 2016 Previously Revised Reported Revisions Reported Convertible promissory note – related party, net $ 1,456 $ 1,025,720 $ 1,027,176 Derivative liabilities – related party 6,498,737 (6,498,737 ) - Additional paid in capital 21,132,386 (1,467,767 ) 19,664,619 Accumulated deficit (24,529,440 ) 6,940,783 (17,588,657 ) Consolidated Statement of Operations Year ended December 31, 2016 Previously Reported Revisions Revised Reported Interest expense $ (26,676 ) $ 195 $ (26,481 ) Change in fair value of derivative liabilities (1,829,709 ) 1,829,709 - Derivative expense (5,110,879 ) 5,110,879 - Net loss $ (8,448,886 ) $ 6,940,783 $ (1,508,103 ) Net loss per ordinary share: Basic $ (0.16 ) $ (0.13 ) $ (0.03 ) In September 2017, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2017-13, Revenue Recognition (Topic 605), Revenue from Contracts with Customers (Topic 606), Leases (Topic 840), and Leases (Topic 842). Management does not believe that any recently issued, but not yet effective accounting pronouncements, when adopted, will have a material effect on the accompanying consolidated financial statements. |
Significant and Critical Acco19
Significant and Critical Accounting Policies and Practices (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Schedule of Consolidated Interest in Controlling Entities | The consolidated financial statements include all accounts of the entities as of the reporting period ending date(s) and for the reporting period(s) as follows: Name of consolidated subsidiary or entity State or other jurisdiction of incorporation or organization Date of incorporation or formation (date of acquisition, if applicable) Attributable interest KTC Corp. The State of Nevada, U.S.A. September 20, 2010 100 % Kicking the Can L.L.C. The State of Delaware, U.S.A. April 17, 2009 100 % Wizard World Digital, Inc. The State of Nevada, U.S.A. March 18, 2011 100 % Wiz Wizard, LLC The State of Delaware, U.S.A. December 29, 2014 100 % ButtaFyngas, LLC The State of Delaware, U.S.A. April 10, 2015 50 % |
Schedule of Inventories | Inventory was comprised of the following: December 31, 2017 December 31, 2016 Finished goods $ 1,204 $ - |
Schedule of Estimated Useful Life | Depreciation is computed by the straight-line method (after taking into account their respective estimated residual values) over the estimated useful lives of the respective assets as follows: Estimated Useful Life (Years) Computer equipment 3 Equipment 2-5 Furniture and fixture 7 Leasehold improvements * (*) Amortized on a straight-line basis over the term of the lease or the estimated useful lives, whichever period is shorter. |
Schedule of Contingent Share Issuance Arrangements, Stock Options and Warrants | The following table shows the outstanding dilutive common shares excluded from the diluted net income (loss) per share calculation as they were anti-dilutive: Contingent shares issuance arrangement, stock options or warrants For the Year Ended December 31, 2017 For the Year Ended December 31, 2016 Convertible note 16,666,667 16,666,667 Common stock options 4,043,000 5,319,000 Common stock warrants 16,666,667 16,666,667 Total contingent shares issuance arrangement, stock options or warrants 37,376,334 38,652,334 |
Summary of Derivative Liability Activity | The following table provides a summary of the derivative liability activity as a result of the adoption of ASU 2017-11: Warrants Convertible Note Total Balance – December 31, 2015 $ - $ - $ - Issuance of derivative liabilities 5,206,444 2,294,435 7,500,879 Extinguishment of derivative liability from exercise of warrants (2,831,851 ) - (2,831,851 ) Change in fair value of derivative liability 825,544 1,004,165 1,829,709 Reclassified derivative liabilities of adoption (3,200,137 ) (3,298,000 ) (6,498,737 ) Balance – December 31, 2016 $ - $ - $ - |
Schedule of Revisions and Corresponding Effects On Consolidated Balance Sheet | Tabular summaries of the revisions and the corresponding effects on the consolidated balance sheet as of December 31, 2016 and consolidated statement of earnings for the year ended December 31, 2016 are presented below: Consolidated Balance Sheet December 31, 2016 Previously Revised Reported Revisions Reported Convertible promissory note – related party, net $ 1,456 $ 1,025,720 $ 1,027,176 Derivative liabilities – related party 6,498,737 (6,498,737 ) - Additional paid in capital 21,132,386 (1,467,767 ) 19,664,619 Accumulated deficit (24,529,440 ) 6,940,783 (17,588,657 ) Consolidated Statement of Operations Year ended December 31, 2016 Previously Reported Revisions Revised Reported Interest expense $ (26,676 ) $ 195 $ (26,481 ) Change in fair value of derivative liabilities (1,829,709 ) 1,829,709 - Derivative expense (5,110,879 ) 5,110,879 - Net loss $ (8,448,886 ) $ 6,940,783 $ (1,508,103 ) Net loss per ordinary share: Basic $ (0.16 ) $ (0.13 ) $ (0.03 ) |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment stated at cost, less accumulated depreciation and amortization, consisted of the following: December 31, 2017 December 31, 2016 Computer Equipment $ 43,087 $ 33,858 Equipment 460,927 390,656 Furniture and Fixtures 62,321 45,198 Leasehold Improvements 22,495 22,495 588,830 492,207 Less: Accumulated depreciation (423,427 ) (276,259 ) $ 165,403 $ 215,948 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Rental Payments for Non-Cancelable Operating Lease | Future minimum lease payments inclusive of related tax required under the non-cancelable operating lease are as follows: Fiscal year ending December 31: 2018 $ 101,844 2019 104,899 2020 108,046 2021 83,054 $ 397,843 |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Equity [Abstract] | |
Summary of Stock Option Activity | The following is a summary of the Company’s option activity: Options Weighted Average Exercise Price Outstanding – January 1, 2016 9,933,500 $ 0.70 Exercisable – January 1, 2016 4,332,500 $ 0.41 Granted 2,000,000 $ 0.55 Exercised - $ - Forfeited/Cancelled (6,614,500 ) $ - Outstanding – December 31, 2016 5,319,000 $ 0.57 Exercisable – December 31, 2016 1,640,500 $ 0.47 Granted - $ - Exercised - $ - Forfeited/Cancelled (1,276,000 ) $ - Outstanding – December 31, 2017 4,043,000 $ 0.58 Exercisable – December 31, 2017 3,328,000 $ 0.57 |
Schedule of Information Regarding Stock Options Outstanding | Options Outstanding Options Exercisable Exercise Price Number Outstanding Weighted Average Remaining Contractual Life (in years) Weighted Average Exercise Price Number Exercisable Weighted Average Exercise Price $ 0.40 - 1.50 4,043,000 2.10 years $ 0.58 3,328,000 $ 0.57 |
Summary of Stock Warrants Activity | The following is a summary of the Company’s warrant activity: Warrants Weighted Average Exercise Price Outstanding – January 1, 2016 - $ - Exercisable – January 1, 2016 - $ - Granted 33,333,317 $ 0.08 Exercised (16,666,650 ) $ 0.00 Forfeited/Cancelled - $ - Outstanding – December 31, 2016 16,666,667 $ 0.15 Exercisable – December 31, 2016 16,666,667 $ 0.15 Granted - - Exercised - - Forfeited/Cancelled - - Outstanding – December 31, 2017 16,666,667 $ 0.15 Exercisable – December 31, 2017 16,666,667 $ 0.15 |
Schedule of Information Regarding Stock Warrants Outstanding | 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 $ 0.15 16,666,667 4.67 years $ 0.15 16,666,667 $ 0.15 |
Schedule of Weighted Average Assumptions | The following table summarizes the range of assumptions the Company utilized to estimate the fair value of the options and warrants issued during the year ended December 31, 2016: Assumptions December 31, 2016 Expected term (years) 2.40-5.00 Expected volatility 90%-115 % Risk-free interest rate 0.87% - 1.96 % Dividend yield 0.00 % |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Segment Reporting [Abstract] | |
Schedule of Revenue from Segment Information | The Company evaluate performance of its operating segments based on revenue and operating profit (loss). Segment information for the years ended December 31, 2017 and 2016 and as of December 31, 2017 and 2016, are as follows: Conventions ConBox Total Year ended December 31, 2017 Revenue $ 14,983,033 $ 84,580 $ 15,067,613 Cost of revenue (14,978,136 ) (80,161 ) (15,058,297 ) Gross margin 4,897 4,419 10,371,076 Operating expenses (5,314,391 ) (32,533 ) (5,346,924 ) Operating loss (5,309,494 ) (28,114 ) (5,337,608 ) Year ended December 31, 2016 Revenue $ 21,994,433 $ 707,101 $ 22,701,534 Cost of revenue (14,972,190 ) (1,029,898 ) (16,002,088 ) Gross margin (164,903 - (164,903 Operating expenses (6,857,340 ) (322,797 ) 6,534,543 ) Operating profit (loss) (7,627,847 ) (88,942 (7,716,789 ) December 31, 2017 Accounts receivable, net $ 336,030 $ - $ 336,030 Total assets 2,940,089 - 2,940,089 Unearned revenue 2,164,972 - 2,164,972 December 31, 2016 Accounts receivable, net $ 128,561 $ 59,258 $ 187,819 Total assets 5,775,871 59,258 5,835,129 Unearned revenue 1,479,392 95,546 1,574,938 |
Income Tax Provision (Tables)
Income Tax Provision (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Schedule of Deferred Tax Assets | Components of deferred tax assets are as follows: December 31, 2017 December 31, 2016 Net deferred tax assets – Non-current: Expected income tax benefit from NOL carry-forwards $ 2,083,000 $ 1,493,000 Less valuation allowance (2,083,000 ) (1,493,000 ) Deferred tax assets, net of valuation allowance $ - $ - |
Schedule of Reconciliation of Federal Statutory Income Tax Rate | A reconciliation of the federal statutory income tax rate and the effective income tax rate as a percentage of income before income taxes is as follows: For the Year Ended December 31, 2017 For the Year Ended December 31, 2016 Federal statutory income tax rate 21.0 % 34.0 % Change in valuation allowance on net operating loss carry-forwards (21.0 %) (34.0 %) Effective income tax rate 0.0 % 0.0 % |
Organization and Operations (De
Organization and Operations (Details Narrative) - shares | Dec. 07, 2010 | Dec. 31, 2016 | Feb. 04, 2016 | Apr. 10, 2015 | Dec. 29, 2014 |
Equity method investment ownership percentage | 50.00% | 50.00% | |||
Percentage of equity interest owned by member of board as non-controlling interest | 50.00% | ||||
Percentage of equity interest and reports remaining | 50.00% | ||||
Wiz Wizard, LLC [Member] | |||||
Percentage of membership interest | 50.00% | ||||
Butta Fyngas [Member] | |||||
Equity method investment ownership percentage | 50.00% | ||||
Percentage of equity interest owned by member of board as non-controlling interest | 50.00% | ||||
Percentage of equity interest and reports remaining | 50.00% | ||||
Share Exchange Agreement [Member] | KTC Corp [Member] | |||||
Stock issued during period shares for acquisitions | 32,927,596 | ||||
Exchange percentage of issued and outstanding shares of KTC Corp | 100.00% | ||||
Percentage of represented shares after consummation of share exchange agreement | 94.90% |
Going Concern Analysis (Details
Going Concern Analysis (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Net loss from operations | $ 5,337,608 | $ 1,182,246 | |
Cash | 1,769,550 | $ 4,401,217 | $ 4,723,699 |
Working capital | $ 3,541,032 |
Significant and Critical Acco27
Significant and Critical Accounting Policies and Practices (Details Narrative) - USD ($) | Nov. 16, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 29, 2014 | Aug. 27, 2014 |
Non-controlling interest | $ (12,498) | $ (11,817) | |||
Allowance for doubtful accounts | 0 | $ 0 | |||
Percentage of shares in another entity | 50.00% | 50.00% | |||
Recognized losses from the venture | $ 262,500 | ||||
Investment in CONtv | 0 | $ 0 | |||
Class of warrant exercise price | $ 0.15 | ||||
Warrants term | 5 years | ||||
Shipping and handling costs | $ 21,479 | $ 178,931 | |||
A&R Operating Agreement [Member] | |||||
Percentage of shares in another entity | 10.00% | ||||
Fund on-going costs | $ 25,000 | ||||
Con Tv LLC [Member] | |||||
Percentage of shares in another entity | 47.50% |
Significant and Critical Acco28
Significant and Critical Accounting Policies and Practices - Schedule of Consolidated Interest in Controlling Entities (Details) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 29, 2014 | |
Attributable interest | 50.00% | |
KTC Corp [Member] | ||
State or other jurisdiction of incorporation or organization | The State of Nevada, U.S.A | |
Date of incorporation or formation (date of acquisition, if applicable) | Sep. 20, 2010 | |
Attributable interest | 100.00% | |
Kicking the Can L.L.C. [Member] | ||
State or other jurisdiction of incorporation or organization | The State of Delaware, U.S.A. | |
Date of incorporation or formation (date of acquisition, if applicable) | Apr. 17, 2009 | |
Attributable interest | 100.00% | |
Wizard World Digital, Inc. [Member] | ||
State or other jurisdiction of incorporation or organization | The State of Nevada, U.S.A. | |
Date of incorporation or formation (date of acquisition, if applicable) | Mar. 18, 2011 | |
Attributable interest | 100.00% | |
Wiz Wizard, LLC [Member] | ||
State or other jurisdiction of incorporation or organization | The State of Delaware, U.S.A. | |
Date of incorporation or formation (date of acquisition, if applicable) | Dec. 29, 2014 | |
Attributable interest | 100.00% | |
ButtaFyngas,LLC [Member] | ||
State or other jurisdiction of incorporation or organization | The State of Delaware, U.S.A. | |
Date of incorporation or formation (date of acquisition, if applicable) | Apr. 10, 2015 | |
Attributable interest | 50.00% |
Significant and Critical Acco29
Significant and Critical Accounting Policies and Practices - Schedule of Inventories (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Accounting Policies [Abstract] | ||
Finished goods | $ 1,204 |
Significant and Critical Acco30
Significant and Critical Accounting Policies and Practices - Schedule of Estimated Useful Life (Details) | 12 Months Ended | |
Dec. 31, 2017 | ||
Computer Equipment [Member] | ||
Estimated useful lives of property plant, equipment | 3 years | |
Equipment [Member] | Minimum [Member] | ||
Estimated useful lives of property plant, equipment | 2 years | |
Equipment [Member] | Maximum [Member] | ||
Estimated useful lives of property plant, equipment | 5 years | |
Furniture And Fixture [Member] | ||
Estimated useful lives of property plant, equipment | 7 years | |
Leasehold Improvements [Member] | ||
Estimated useful lives of property plant, equipment | 0 years | [1] |
[1] | Amortized on a straight-line basis over the term of the lease or the estimated useful lives, whichever period is shorter. |
Significant and Critical Acco31
Significant and Critical Accounting Policies and Practices - Schedule of Contingent Share Issuance Arrangements, Stock Options and Warrants (Details) - shares | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Total contingent share issuance arrangements, stock options and warrants | 37,376,334 | 38,652,334 |
Convertible Note [Member] | ||
Total contingent share issuance arrangements, stock options and warrants | 16,666,667 | 16,666,667 |
Stock Options [Member] | ||
Total contingent share issuance arrangements, stock options and warrants | 4,043,000 | 5,319,000 |
Stock Warrant [Member] | ||
Total contingent share issuance arrangements, stock options and warrants | 16,666,667 | 16,666,667 |
Significant and Critical Acco32
Significant and Critical Accounting Policies and Practices - Summary of Derivative Liability Activity (Details) | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Balance at beginning | |
Issuance of derivative liabilities | 7,500,879 |
Extinguishment of derivative liability from exercise of warrants | (2,831,851) |
Change in fair value of derivative liability | 1,829,709 |
Reclassified derivative liabilities of adoption | (6,498,737) |
Balance at ending | |
Warrants [Member] | |
Balance at beginning | |
Issuance of derivative liabilities | 5,206,444 |
Extinguishment of derivative liability from exercise of warrants | (2,831,851) |
Change in fair value of derivative liability | 825,544 |
Reclassified derivative liabilities of adoption | (3,200,137) |
Balance at ending | |
Convertible Note [Member] | |
Balance at beginning | |
Issuance of derivative liabilities | 2,294,435 |
Extinguishment of derivative liability from exercise of warrants | |
Change in fair value of derivative liability | 1,004,165 |
Reclassified derivative liabilities of adoption | (3,298,000) |
Balance at ending |
Significant and Critical Acco33
Significant and Critical Accounting Policies and Practices - Schedule of Revisions and the Corresponding Effects On the Consolidated Balance Sheet (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Convertible promissory note - related party, net | $ 1,027,176 | |
Additional paid in capital | 19,960,893 | 19,664,619 |
Accumulated deficit | (23,321,471) | (17,588,657) |
Interest expense | 395,102 | 26,481 |
Change in fair value of derivative liabilities | (1,829,709) | |
Net loss | $ (5,732,814) | (1,575,361) |
Previously Reported [Member] | ||
Convertible promissory note - related party, net | 1,456 | |
Derivative liabilities - related party | 6,498,737 | |
Additional paid in capital | 21,132,386 | |
Accumulated deficit | (24,529,440) | |
Interest expense | (26,676) | |
Change in fair value of derivative liabilities | (1,829,709) | |
Derivative expense | (5,110,879) | |
Net loss | $ (8,448,886) | |
Net loss per ordinary share: Basic | $ (0.16) | |
Revisions [Member] | ||
Convertible promissory note - related party, net | $ 1,025,720 | |
Derivative liabilities - related party | (6,498,737) | |
Additional paid in capital | (1,467,767) | |
Accumulated deficit | 6,940,783 | |
Interest expense | 195 | |
Change in fair value of derivative liabilities | 1,829,709 | |
Derivative expense | 5,110,879 | |
Net loss | $ 6,940,783 | |
Net loss per ordinary share: Basic | $ (0.13) | |
Revised Reported [Member] | ||
Convertible promissory note - related party, net | $ 1,027,176 | |
Derivative liabilities - related party | ||
Additional paid in capital | 19,664,619 | |
Accumulated deficit | (17,588,657) | |
Interest expense | (26,481) | |
Change in fair value of derivative liabilities | ||
Derivative expense | ||
Net loss | $ (1,508,103) | |
Net loss per ordinary share: Basic | $ (0.03) |
Property and Equipment (Details
Property and Equipment (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 147,832 | $ 159,101 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Property, Plant and Equipment [Abstract] | ||
Computer Equipment | $ 43,087 | $ 33,858 |
Equipment | 460,927 | 390,656 |
Furniture and Fixtures | 62,321 | 45,198 |
Leasehold Improvements | 22,495 | 22,495 |
Total | 588,830 | 492,207 |
Less: Accumulated depreciation | (423,427) | (276,259) |
Property and equipment, net | $ 165,403 | $ 215,948 |
Investment in CONtv Joint Ven36
Investment in CONtv Joint Venture (Details Narrative) - USD ($) | Nov. 16, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 29, 2014 | Aug. 27, 2014 |
Equity method investment ownership percentage | 50.00% | 50.00% | |||
Recognized losses from the venture | $ 262,500 | ||||
Due to CONtv joint venture - net | $ 224,241 | $ 224,241 | |||
A&R Operating Agreement [Member] | |||||
Equity method investment ownership percentage | 10.00% | ||||
Fund on-going costs | $ 25,000 | ||||
Con Tv LLC [Member] | |||||
Equity method investment ownership percentage | 47.50% |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | Dec. 29, 2016 | Dec. 02, 2016 | Jul. 02, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Feb. 04, 2016 | Dec. 29, 2014 |
Equity method investment ownership percentage | 50.00% | 50.00% | |||||
Stock options granted to purchase of common stock | 2,000,000 | ||||||
Consulting expense | $ 710,634 | $ 687,054 | |||||
Security deposit | 9,408 | 19,912 | |||||
Prepaid rent | 76,006 | 181,796 | |||||
Due to related parties | 224,241 | 224,241 | |||||
Debt discount | 1,383,021 | $ 1,472,824 | |||||
Warrant exercise price per share | $ 0.15 | ||||||
Gross proceeds from exercise of warrants | $ 1,667 | ||||||
Fair value for warrant and debt discount | $ 1,448,293 | ||||||
Series A Warrants [Member] | |||||||
Warrant to purchase shares of common stock | 16,666,667 | ||||||
Warrant exercise price per share | $ 0.15 | ||||||
Warrant expiring date | Dec. 1, 2021 | ||||||
Series B Warrants [Member] | |||||||
Warrant to purchase shares of common stock | 16,666,650 | ||||||
Warrant exercise price per share | $ 0.15 | ||||||
Warrant expiring date | Dec. 1, 2021 | ||||||
Gross proceeds from exercise of warrants | $ 1,667 | ||||||
Debenture [Member] | |||||||
Debt principal amount | $ 2,500,000 | ||||||
Debt instruments maturity date | Dec. 30, 2018 | ||||||
Debt conversion price per share | $ 0.15 | ||||||
Average trading price percentage | 50.00% | ||||||
Debenture [Member] | Common Stock [Member] | |||||||
Debt instrument interest rate per annum | 12.00% | ||||||
Debt conversion price per share | $ 0.15 | ||||||
Wiz Wizard, LLC [Member] | |||||||
Percentage of membership interest | 50.00% | ||||||
Bristol Capital Advisors, LLC [Member] | |||||||
Lease term | 5 years 3 months | ||||||
Monthly lease payment | $ 8,118 | ||||||
Security deposit | 9,137 | ||||||
Prepaid rent | $ 199,238 | ||||||
Rent expense under sublease | $ 98,877 | 24,354 | |||||
ROAR, LLC [Member] | |||||||
Outsourced marketing expenses | 7,500 | 5,809 | |||||
Due to related parties | 2,250 | 0 | |||||
Bristol Investment Fund, Ltd [Member] | Securities Purchase Agreement [Member] | Board of Directors [Member] | |||||||
Cash purchase price of securities | $ 2,500,000 | ||||||
Cash paid | $ 25,000 | ||||||
Number of common stock shares issued | 500,000 | ||||||
Common stock grant fair value to cover legal fees | $ 85,000 | ||||||
Debt discount | $ 25,791 | ||||||
Wiz Wizard, LLC [Member] | |||||||
Equity method investment ownership percentage | 50.00% | ||||||
Bristol Capital, LLC [Member] | |||||||
Rent expense under sublease | 98,877 | 24,354 | |||||
Bristol Capital, LLC [Member] | Consulting Services Agreement [Member] | |||||||
Debt monthly fee | $ 18,750 | ||||||
Stock options granted to purchase of common stock | 600,000 | ||||||
Consulting expense | 208,106 | 80,132 | |||||
Accrued consulting expense | $ 208,106 | $ 75,000 |
Commitments and Contingencies38
Commitments and Contingencies (Details Narrative) - USD ($) | Apr. 10, 2017 | Dec. 29, 2016 | Jul. 14, 2016 | Jul. 02, 2016 | May 03, 2016 | Nov. 16, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | Jan. 11, 2017 | Apr. 22, 2016 | Dec. 31, 2015 | Dec. 29, 2014 |
Number of option granted | 2,000,000 | |||||||||||
Number of options purchase to common stock shares | 4,043,000 | 5,319,000 | 9,933,500 | |||||||||
Common stock option exercise price | $ 0.55 | |||||||||||
Security deposit | $ 9,408 | $ 19,912 | ||||||||||
Prepaid rent | 76,006 | 181,796 | ||||||||||
Ownership interest in contv | 50.00% | |||||||||||
Loss on CONtv joint venture | 262,500 | |||||||||||
Due to CONtv joint venture | 224,241 | 224,241 | ||||||||||
Amended and Restated Operating Agreement [Member} | ||||||||||||
Ownership interest in contv | 10.00% | |||||||||||
Fund on-going costs | $ 25,000 | |||||||||||
Arden B. Silverman [Member] | ||||||||||||
Due to CONtv joint venture | $ 42,600 | |||||||||||
Rogers & Cowan [Member] | ||||||||||||
Damages sought, value | $ 90,000 | |||||||||||
Bristol Capital Advisors, LLC [Member] | ||||||||||||
Lease term | 5 years 3 months | |||||||||||
Monthly lease payment | $ 8,118 | |||||||||||
Security deposit | 9,137 | |||||||||||
Prepaid rent | $ 199,238 | |||||||||||
Rent expense under sublease | 98,877 | 24,354 | ||||||||||
Bristol Capital, LLC [Member] | ||||||||||||
Rent expense under sublease | 98,877 | 24,354 | ||||||||||
Consulting Services Agreement [Member] | ||||||||||||
Number of options purchase to common stock shares | 525,000 | |||||||||||
Common stock option exercise price | $ 0.50 | |||||||||||
Number of options to purchase, vested | 75,000 | |||||||||||
Consulting Services Agreement [Member] | Bristol Capital, LLC [Member] | ||||||||||||
Number of option granted | 600,000 | |||||||||||
Monthly fee | $ 18,750 | |||||||||||
Accrued consulting expense | $ 208,106 | $ 75,000 | ||||||||||
Consulting Services Agreement [Member] | March 31, 2017 [Member] | ||||||||||||
Common stock option exercise price | $ 0.55 | |||||||||||
Number of options to purchase, vested | 75,000 | |||||||||||
Consulting Services Agreement [Member] | September 30, 2017 [Member] | ||||||||||||
Common stock option exercise price | $ 0.55 | |||||||||||
Number of options to purchase, vested | 75,000 | |||||||||||
Consulting Services Agreement [Member] | June 30, 2017 [Member] | ||||||||||||
Common stock option exercise price | $ 0.55 | |||||||||||
Number of options to purchase, vested | 75,000 | |||||||||||
Consulting Services Agreement [Member] | December 31, 2017 [Member] | ||||||||||||
Common stock option exercise price | $ 0.60 | |||||||||||
Number of options to purchase, vested | 75,000 | |||||||||||
Consulting Services Agreement [Member] | March 31, 2018 [Member] | ||||||||||||
Common stock option exercise price | $ 0.60 | |||||||||||
Number of options to purchase, vested | 75,000 | |||||||||||
Consulting Services Agreement [Member] | June 30, 2018 [Member] | ||||||||||||
Common stock option exercise price | $ 0.60 | |||||||||||
Number of options to purchase, vested | 75,000 | |||||||||||
Mr.Malinoff [Member] | ||||||||||||
Annual base salary | $ 225,000 | |||||||||||
Mr.Malinoff [Member] | November 8, 2016 [Member] | ||||||||||||
Number of option granted | 600,000 | |||||||||||
Mr. Maatta [Member] | ||||||||||||
Number of options purchase to common stock shares | 800,000 | 1,100,000 | ||||||||||
Common stock option exercise price | $ 0.50 | |||||||||||
Number of options to purchase, vested | 100,000 | |||||||||||
Mr. Maatta [Member] | March 31, 2017 [Member] | ||||||||||||
Common stock option exercise price | $ 0.55 | |||||||||||
Number of options to purchase, vested | 100,000 | |||||||||||
Mr. Maatta [Member] | September 30, 2017 [Member] | ||||||||||||
Common stock option exercise price | $ 0.55 | |||||||||||
Number of options to purchase, vested | 100,000 | |||||||||||
Mr. Maatta [Member] | December 31, 2017 [Member] | ||||||||||||
Common stock option exercise price | $ 0.60 | |||||||||||
Number of options to purchase, vested | 100,000 | |||||||||||
Mr. Maatta [Member] | March 31, 2018 [Member] | ||||||||||||
Common stock option exercise price | $ 0.60 | |||||||||||
Number of options to purchase, vested | 100,000 | |||||||||||
Mr. Maatta [Member] | June 30, 2017 [Member] | ||||||||||||
Common stock option exercise price | $ 0.55 | |||||||||||
Number of options to purchase, vested | 100,000 | |||||||||||
Mr. Maatta [Member] | Employment Agreement [Member] | ||||||||||||
Number of options purchase to common stock shares | 300,000 | |||||||||||
Common stock option exercise price | $ 0.50 | |||||||||||
Mr. Maatta [Member] | September 30, 2016 [Member] | ||||||||||||
Common stock option exercise price | $ 0.50 | |||||||||||
Number of options to purchase, vested | 100,000 | |||||||||||
Mr. Maatta [Member] | December 31, 2016 [Member] | ||||||||||||
Common stock option exercise price | $ 0.50 | |||||||||||
Number of options to purchase, vested | 100,000 |
Commitments and Contingencies -
Commitments and Contingencies - Schedule of Future Minimum Rental Payments for Non-Cancelable Operating Lease (Details) | Dec. 31, 2017USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2,018 | $ 101,844 |
2,019 | 104,899 |
2,020 | 108,046 |
2,021 | 83,054 |
Future minimum lease payments | $ 397,843 |
Stockholders' Equity (Deficit40
Stockholders' Equity (Deficit) (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | May 09, 2011 | |
Authorized capital stock | 100,000,000 | ||
Number of common stock authorized | 80,000,000 | 80,000,000 | |
Common stock par value | $ 0.0001 | $ 0.0001 | |
Number of preferred stock authorized | 20,000,000 | 20,000,000 | |
Preferred stock par value | $ 0.0001 | $ 0.0001 | |
Preferred stock, shares designated | 50,000 | 50,000 | |
Common stock issued | 68,535,036 | 68,535,036 | |
Common stock outstanding | 68,535,036 | 68,535,036 | |
Percentage of fair market value | 100.00% | ||
Percentage of combined voting power | 10.00% | ||
Percentage of least fair market value | 110.00% | ||
Stock option exercisable term | 5 years | ||
Stock option expiration term | 5 years | ||
Aggregate fair market value of common stock exercisable | $ 100,000 | ||
Share based compensation expense | 296,274 | $ 777,536 | |
Unrecognized stock based compensation | 310,519 | ||
Intrinsic value of warrants outstanding | 0 | $ 0 | |
Intrinsic value of warrants exercisable | $ 0 | $ 0 | |
2011 Incentive Stock and Award Plan [Member] | |||
Common stock par value | $ 0.0001 | ||
Plan to issuance of common stock | 15,000,000 | ||
Series A Convertible Preferred Stock [Member] | |||
Preferred stock par value | $ 0.0001 | $ 0.0001 | |
Preferred stock, shares designated | 50,000 | 50,000 |
Stockholders_ Equity (Deficit)
Stockholders’ Equity (Deficit) - Summary of Stock Option Activity (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Equity [Abstract] | ||
Number of shares Outstanding at the beginning of the period | 5,319,000 | 9,933,500 |
Number of shares Exercisable at beginning of the period | 1,640,500 | 4,332,500 |
Number of shares Granted | 2,000,000 | |
Number of shares Exercised | ||
Number of shares Forfeited/Cancelled | (1,276,000) | (6,614,500) |
Number of shares Outstanding at the end of the period | 4,043,000 | 5,319,000 |
Number of shares Exercisable at end of the period | 3,328,000 | 1,640,500 |
Weighted Average Exercise Price Outstanding at the beginning of the period | $ 0.57 | $ 0.70 |
Weighted Average Exercise Price Exercisable at beginning of the period | 0.47 | 0.41 |
Weighted Average Exercise Price Granted | 0.55 | |
Weighted Average Exercise Price Exercised | ||
Weighted Average Exercise Price Forfeited/Cancelled | ||
Weighted Average Exercise Price Outstanding at the end of the period | 0.58 | 0.57 |
Weighted Average Exercise Price Exercisable at end of the period | $ 0.57 | $ 0.47 |
Stockholders_ Equity (Deficit42
Stockholders’ Equity (Deficit) - Schedule of Information Regarding Stock Options Outstanding (Details) | 12 Months Ended |
Dec. 31, 2017$ / sharesshares | |
Equity [Abstract] | |
Range of Exercise Price Lower Limit | $ 0.40 |
Range of Exercise Price Upper limit | $ 1.50 |
Number of Shares Outstanding | shares | 4,043,000 |
Weighted Average Remaining Contractual Life (years) | 2 years 1 month 6 days |
Weighted Average Exercise Price | $ 0.58 |
Number of Shares Exercisable | shares | 3,328,000 |
Weighted Average Exercise Price | $ 0.57 |
Stockholders_ Equity (Deficit43
Stockholders’ Equity (Deficit) - Summary of Stock Warrants Activity (Details) - Warrant [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Number of shares Outstanding at the beginning of the period | 16,666,667 | |
Number of shares Exercisable at beginning | 16,666,667 | |
Number of shares Granted | 33,333,317 | |
Number of shares Exercised | (16,666,650) | |
Number of shares Forfeited/Cancelled | ||
Number of shares Outstanding at the end of the period | 16,666,667 | 16,666,667 |
Number of shares Exercisable at end of the period | 16,666,667 | 16,666,667 |
Weighted Average Exercise Price Outstanding at the beginning of the period | $ 0.15 | |
Weighted Average Exercise Price Exercisable at the beginning of the period | 0.15 | |
Weighted Average Exercise Price Granted | 0.08 | |
Weighted Average Exercise Price Exercised | 0 | |
Weighted Average Exercise Price Forfeited/Cancelled | ||
Weighted Average Exercise Price Outstanding at the end of the period | 0.15 | 0.15 |
Weighted Average Exercise Price Exercisable at end of the period | $ 0.15 | $ 0.15 |
Stockholders_ Equity (Deficit44
Stockholders’ Equity (Deficit) - Schedule of Information Regarding Stock Warrants Outstanding (Details) | 12 Months Ended |
Dec. 31, 2017$ / sharesshares | |
Number of Shares Outstanding | shares | 4,043,000 |
Weighted Average Remaining Contractual Life (years) | 2 years 1 month 6 days |
Weighted Average Exercise Price | $ 0.58 |
Number of Shares Exercisable | shares | 3,328,000 |
Weighted Average Exercise Price | $ 0.57 |
Warrant [Member] | |
Range of Exercise Price | $ 0.15 |
Number of Shares Outstanding | shares | 16,666,667 |
Weighted Average Remaining Contractual Life (years) | 4 years 8 months 2 days |
Weighted Average Exercise Price | $ 0.15 |
Number of Shares Exercisable | shares | 16,666,667 |
Weighted Average Exercise Price | $ 0.15 |
Stockholders' Equity (Deficit45
Stockholders' Equity (Deficit) - Schedule of Weighted Average Assumptions (Details) | 12 Months Ended |
Dec. 31, 2016 | |
Expected volatility, minimum | 90.00% |
Expected volatility, maximum | 115.00% |
Risk-free interest rate, minimum | 0.87% |
Risk-free interest rate, maximum | 1.96% |
Dividend yield | 0.00% |
Minimum [Member] | |
Expected term (years) | 2 years 4 months 24 days |
Maximum [Member] | |
Expected term (years) | 5 years |
Segment Information - Schedule
Segment Information - Schedule of Revenue from Segment Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Revenue | $ 15,067,613 | $ 22,701,534 |
Cost of revenue | (15,058,297) | (16,002,088) |
Gross margin | 9,316 | 6,534,543 |
Operating expenses | (5,346,924) | (7,716,789) |
Operating profit (loss) | (5,337,608) | (1,182,246) |
Accounts receivable, net | 336,030 | 187,819 |
Total assets | 2,940,089 | 5,835,129 |
Unearned revenue | 2,164,972 | 1,574,938 |
Conventions [Member] | ||
Revenue | 14,983,033 | 21,994,433 |
Cost of revenue | (14,978,136) | (14,972,190) |
Gross margin | 4,897 | (164,903) |
Operating expenses | (5,314,391) | (6,857,340) |
Operating profit (loss) | (5,309,494) | (7,627,847) |
Accounts receivable, net | 336,030 | 128,561 |
Total assets | 2,940,089 | 5,775,871 |
Unearned revenue | 2,164,972 | 1,479,392 |
ConBox [Member] | ||
Revenue | 84,580 | 707,101 |
Cost of revenue | (80,161) | (1,029,898) |
Gross margin | 4,419 | |
Operating expenses | (32,533) | (322,797) |
Operating profit (loss) | (28,114) | (88,942) |
Accounts receivable, net | 59,258 | |
Total assets | 59,258 | |
Unearned revenue | $ 95,546 |
Income Tax Provision (Details N
Income Tax Provision (Details Narrative) - USD ($) | Dec. 22, 2017 | Dec. 31, 2017 | Dec. 31, 2016 |
Federal statutory income tax rate | 21.00% | 34.00% | |
Net operating loss carry-forwards | $ 9,919,000 | ||
Future taxable income expiration date | Dec. 31, 2036 | ||
Income tax ,description | greater than 50% | ||
Net deferred tax assets | $ 2,083,000 | ||
Net loss carry-forwards valuation allowance | 2,083,000 | ||
Deferred tax assets increase in valuation allowance | 590,000 | $ 249,000 | |
Unpaid tax on interest or penalties | |||
Unrecognized tax benefit | |||
January 1, 2018 [Member] | |||
Effective income tax rate reconciliation, deduction, percent | 21.00% | ||
Tax Reform Bill [Member] | |||
Federal statutory income tax rate | 34.00% | ||
Effective income tax rate reconciliation, deduction, percent | 21.00% |
Income Tax Provision - Schedule
Income Tax Provision - Schedule of Deferred Tax Assets (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Income Tax Disclosure [Abstract] | ||
Expected income tax benefit from NOL carry-forwards | $ 2,083,000 | $ 1,493,000 |
Less valuation allowance | (2,083,000) | (1,493,000) |
Deferred tax assets, net of valuation allowance |
Income Tax Provision - Schedu49
Income Tax Provision - Schedule of Reconciliation of Federal Statutory Income Tax Rate (Details) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | ||
Federal statutory income tax rate | 21.00% | 34.00% |
Change in valuation allowance on net operating loss carry-forwards | (21.00%) | (34.00%) |
Effective income tax rate | 0.00% | 0.00% |