The OLB Group, Inc. (OLB) 10-Q 15 Nov 19 2019 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2019	Nov. 14, 2019
Document and Entity Information [Abstract]
Entity Registrant Name	OLB GROUP, INC.
Entity Central Index Key	0001314196
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Document Type	10-Q
Document Period End Date	Sep. 30, 2019
Document Fiscal Year Focus	2019
Document Fiscal Period Focus	Q3
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Entity Ex Transition Period	false
Entity Small Business	true
Entity Shell Company	false
Entity File Number	000-52994
Entity Emerging Growth Company	true
Entity Interactive Data Current	Yes
Entity Common Stock, Shares Outstanding		5,411,896
Entity Incorporation State Country Code	DE

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($)	Sep. 30, 2019	Dec. 31, 2018
Current Assets:
Cash	$ 25,472	$ 111,586
Accounts receivable, net	605,268	406,110
Prepaid expenses	20,048	21,135
Other current assets	8,278	8,278
Total Current Assets	659,066	547,109
Other Assets:
Property and equipment, net	42,936	65,945
Intangible assets, net	3,538,453	4,148,096
Goodwill	6,858,216	6,858,216
Other long-term assets	410,190	379,908
TOTAL ASSETS	11,508,861	11,999,274
Current Liabilities:
Accounts payable	570,631	467,526
Accrued expenses - related party	910,512	640,009
Accrued expenses	71,250	73,625
Other accrued liabilities	20,447	15,152
Note payable -related parties- current portion	240,914	25,000
Total Current Liabilities	1,813,754	1,221,312
Long Term Liabilities:
Note payable, net	9,500,000	9,500,000
Notes payable - related party	3,000,000	3,000,000
Total Liabilities	14,313,754	13,721,312
Commitments and contingencies (Note 11)
Stockholders' Deficit:
Preferred stock, $0.01 par value, 50,000,000 shares authorized, no shares issued and outstanding
Common stock, $0.0001 par value; 200,000,000 shares authorized, 5,411,896 shares issued and outstanding	541	541
Additional paid-in capital	15,984,675	15,785,888
Accumulated deficit	(18,790,109)	(17,508,467)
Total Stockholders' Deficit	(2,804,893)	(1,722,038)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$ 11,508,861	$ 11,999,274

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Sep. 30, 2019	Dec. 31, 2018
Statement of Financial Position [Abstract]
Preferred stock, par value	$ 0.01	$ 0.01
Preferred stock, shares authorized	50,000,000	50,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	200,000,000	200,000,000
Common stock, shares issued	5,411,896	5,411,896
Common stock, shares outstanding	5,411,896	5,411,896

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		4 Months Ended	9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Apr. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Revenue:
Transaction and processing fees	$ 2,455,937	$ 2,946,757		$ 7,578,561	$ 6,116,404	[1]
Merchant equipment sales and other	15,294	6,221		53,118	24,056	[1]
Other revenue	6,201	25,005		18,587	141,513	[1]
Total revenue	2,477,432	2,977,983		7,650,266	6,281,973	[1]
Operating expenses:
Processing and servicing costs, excluding merchant portfolio amortization	1,700,048	1,960,700		5,096,694	4,057,324	[1]
Amortization expense	203,214	227,676		609,643	455,353	[1]
Salaries and wages	342,338	425,176		1,143,733	1,003,907	[1]
Outside commissions	22,591	48,199		97,902	153,026	[1]
General and administrative expenses	294,371	581,987		1,055,602	1,136,882	[1]
Total operating expenses	2,562,562	3,243,738		8,003,574	6,806,492	[1]
(Loss) income from operations	(85,130)	(265,755)		(353,308)	(524,519)	[1]
Other Income (Expense):
Interest expense	(218,500)	(279,250)		(648,015)	(464,875)	[1]
Interest expense, related party	(97,889)	(28,526)		(281,128)	(31,104)	[1]
Other income (expense)	(340)			809		[1]
Total other expense	(316,729)	(307,776)		(928,334)	(495,979)	[1]
Net Loss	$ (401,859)	$ (573,531)		$ (1,281,642)	$ (1,020,498)	[2]
Net loss per share, basic and diluted	$ (0.07)	$ (0.11)		$ (0.24)	$ (0.22)	[1]
Weighted average shares outstanding, basic and diluted	5,466,501	5,411,213		5,447,501	4,597,378	[1]
Predecessor
Revenue:
Transaction and processing fees			$ 3,164,949
Merchant equipment sales and other			9,590
Other revenue
Total revenue			3,174,539
Operating expenses:
Processing and servicing costs, excluding merchant portfolio amortization			1,748,141
Amortization expense			90,739
Salaries and wages			374,345
Outside commissions			508,296
General and administrative expenses			367,524
Total operating expenses			3,089,045
(Loss) income from operations			85,494
Other Income (Expense):
Interest expense			(832,564)
Interest expense, related party
Other income (expense)			908
Total other expense			(831,656)
Net Loss			$ (746,162)
[1]	Includes the consolidated results from operations of (a) OLB, CrowdPay and Omnisoft from January 1, 2018 through September 30, 2018 and (b) the net assets acquired from the Predecessor from April 9, 2018 through September 30, 2018 as disclosed in Note 1.
[2]	Includes the consolidated cashflows from operations of (a) OLB, CrowdPay and Omnisoft from January 1, 2018 through September 30, 2018 and (b) the net assets acquired from the Predecessor from April 9, 2018 through September 30, 2018 as disclosed in Note 1.

Condensed Consolidated Statem_2

Condensed Consolidated Statements of Stockholders' Deficit - USD ($)	Common Stock	Additional Paid In Capital	Accumulated Deficit	Total
Balance at Dec. 31, 2017	$ 541	$ 15,592,265	$ (16,114,923)	$ (522,117)
Balance, shares at Dec. 31, 2017	5,411,063
Net loss			(126,630)	(126,630)
Balance at Mar. 31, 2018	$ 541	15,592,265	(16,241,553)	(648,747)
Balance, shares at Mar. 31, 2018	5,411,063
Common stock issued for services		3,750		3,750
Common stock issued for services, shares	833
Warrants issued as non-cash interest		7,660		7,660
Stock based compensation		56,246		56,246
Net loss			(320,337)	(320,337)
Balance at Jun. 30, 2018	$ 541	15,659,921	(16,561,890)	(901,428)
Balance, shares at Jun. 30, 2018	5,411,896
Stock based compensation		63,022		63,022
Net loss			(573,531)	(573,531)
Balance at Sep. 30, 2018	$ 541	15,722,943	(17,135,421)	(1,411,937)
Balance, shares at Sep. 30, 2018	5,411,896
Balance at Dec. 31, 2018	$ 541	15,785,888	(17,508,467)	(1,722,038)
Balance, shares at Dec. 31, 2018	5,411,896
Stock based compensation		66,262		66,262
Net loss			(406,945)	(406,945)
Balance at Mar. 31, 2019	$ 541	15,852,150	(17,915,412)	(2,062,721)
Balance, shares at Mar. 31, 2019	5,411,896
Stock based compensation		66,263		66,263
Net loss			(472,838)	(472,838)
Balance at Jun. 30, 2019	$ 541	15,918,413	(18,388,250)	(2,469,296)
Balance, shares at Jun. 30, 2019	5,411,896
Stock based compensation		66,262		66,262
Net loss			(401,859)	(401,859)
Balance at Sep. 30, 2019	$ 541	$ 15,984,675	$ (18,790,109)	$ (2,804,893)
Balance, shares at Sep. 30, 2019	5,411,896

Condensed Consolidated Statem_3

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)		3 Months Ended		9 Months Ended
		Apr. 08, 2018		Sep. 30, 2019	Sep. 30, 2018
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss				$ (1,281,642)	$ (1,020,498)	[1]
Adjustments to Reconcile Net Loss to Net Cash Used in Operations:
Depreciation and amortization				632,652	483,293	[1]
Non-cash interest					7,660	[1]
Stock based compensation				198,787	123,018	[1]
Changes in assets and liabilities:
Accounts receivable				(199,157)	19,665	[1]
Prepaid expenses				1,087	76,259	[1]
Other current assets					(138,172)	[1]
Other long-term assets				(30,282)	9,565	[1]
Accounts payable				103,104	201,897	[1]
Accrued compensation						[1]
Accrued expenses - related party				270,503	162,732	[1]
Other accrued liabilities				2,920	(49,965)	[1]
Net Cash used in Operating Activities				(302,028)	(124,546)	[1]
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from note receivable					174,967	[1]
Purchase of property and equipment						[1]
Cash received in business combination					42,711	[1]
Net Cash provided by Investing Activities					217,678	[1]
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from notes payable - related party				215,914	1,055,000	[1]
Payment on notes payable - related party					(30,000)	[1]
Payment on notes payable	[1]				(1,000,000)
Net Cash provided by Financing Activities				215,914	25,000	[1]
Net Change in Cash				(86,114)	118,132	[1]
Cash - Beginning of Period			[1]	111,586		[1]
Cash - End of Period				25,472	118,132	[1]
Cash Paid For:
Interest				660,750	464,875	[1]
Income taxes						[1]
Predecessor
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss		(746,162)
Adjustments to Reconcile Net Loss to Net Cash Used in Operations:
Depreciation and amortization		109,225
Non-cash interest
Stock based compensation		275,369
Changes in assets and liabilities:
Accounts receivable		99,190
Prepaid expenses		35,445
Other current assets		(298)
Other long-term assets		6,775
Accounts payable		(219,888)
Accrued compensation		(3,156)
Accrued expenses - related party
Other accrued liabilities		63,905
Other long-term liabilities		(2,511)
Net Cash used in Operating Activities		(382,106)
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from note receivable		182,362
Purchase of property and equipment		(6,274)
Cash received in business combination
Net Cash provided by Investing Activities		176,088
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from notes payable - related party
Payment on notes payable - related party
Net Cash provided by Financing Activities
Net Change in Cash		(206,018)
Cash - Beginning of Period		225,227			$ 225,227
Cash - End of Period		19,209
Cash Paid For:
Interest		458,812
Income taxes
[1]	Includes the consolidated cashflows from operations of (a) OLB, CrowdPay and Omnisoft from January 1, 2018 through September 30, 2018 and (b) the net assets acquired from the Predecessor from April 9, 2018 through September 30, 2018 as disclosed in Note 1.

Background

Background	9 Months Ended
	Sep. 30, 2019
Organization, Consolidation and Presentation of Financial Statements [Abstract]
BACKGROUND	NOTE 1 – BACKGROUND Background The OLB Group, Inc. ("OLB" or the "Company") was incorporated in the State of Delaware on November 18, 2004 and provides services through its wholly-owned subsidiaries. The Company provides integrated financial and transaction processing services to businesses throughout the United States. Through its eVance Capital, Inc. subsidiary ("eVance"), the Company provides an integrated suite of third-party merchant payment processing services and related proprietary software enabling products that deliver credit and debit card-based internet payment processing solutions primarily to small and mid-sized merchants operating in physical "brick and mortar" business environments, on the internet and in retail settings requiring both wired and wireless mobile payment solutions. eVance operates as an independent sales organization ("ISO") generating individual merchant processing contracts in exchange for future residual payments. As a wholesale ISO, eVance has a direct contractual relationship with the merchants and takes greater responsibility in the approval and monitoring of merchants than do retail ISOs and as a result, receives additional consideration for this service and risk. The Company's Securus365, Inc. subsidiary operates as a retail ISO and receives residual income as commission for merchants it places with third party processors. CrowdPay.us, Inc. ("CrowdPay") is a Crowdfunding platform used to facilitate a capital raise anywhere from $1,000,0000 -$50,000,000 of various types of securities under Regulation D, Regulation Crowdfunding, Regulation A and the Securities Act of 1933, as amended. To date, the activities of this subsidiary have been insignificant. Omnisoft.io, Inc. ("Omnisoft") operates a software platform for small merchants The Omnicommerce applications work on an iPad, mobile device and the web and allows a user to sell a store's products in a physical, retail setting. To date, the activities of this subsidiary have been insignificant. The Company also provides ecommerce development and consulting services on a project by project basis. On October 4, 2019 (the "Record Date"), the Board of Directors of the Company (the "Board") and Ronny Yakov, the Chairman, Chief Executive Officer, President, Secretary and sole Director of the Company and the holder of approximately 64.27% of the Company's outstanding Common Stock as of the Record Date approved the following actions by written consent to approve an amendment to our Certificate of Incorporation, as amended (the "Certificate of Incorporation"), to: (1) effect a reverse stock split of our issued and outstanding Common Stock at a ratio between one-for-twenty and one-for-thirty five, with such final ratio to be determined at the sole discretion of the Board (or its designee or designees) and with such to be effected at such time and date, if at all, as determined by the Board in its sole discretion (provided that it is by October 4, 2020) and (2) indemnify the directors, officers, employees or other agents of the Company to the fullest extent permitted by the Delaware General Corporation Law. On November 8, 2019, the Board approved, and on November 12, 2019, the Company effected a one-for- thirty reverse stock split of its common stock (the "Reverse Split"). All shares, options and warrants throughout these consolidated financial statements and Form 10-Q have been retroactively restated to reflect the Reverse Split. In addition to the Reverse Split, the Company amended its certificate of incorporation whereby the Company shall indemnify the directors, officers, employees or other agents of the Company to the fullest extent permitted by the Delaware General Corporations Law. Memorandum of Sale On April 9, 2018, Securus365, Inc., a Delaware corporation ("Securus"), eVance Capital, Inc., a Delaware corporation ("eVance Capital"), and eVance Inc., a Delaware corporation ("eVance", and collectively with Securus and eVance Capital, the "Purchasers"), each of which Purchaser was a newly formed wholly-owned subsidiary of OLB, entered into a Memorandum of Sale (the "Memorandum of Sale") by and among the Purchasers and GACP Finance Co., LLC, a Delaware limited liability company ("GACP"), in its capacity as administrative agent and collateral agent to certain secured lenders of the Debtors (as defined below), pursuant to which the Purchasers acquired substantially all of the assets of the Debtors (the "Asset Acquisition") through a foreclosure sale arranged by GACP under the Uniform Commercial Code of the State of New York ("UCC") of the collateral of Excel Corporation ("Excel") and its subsidiaries Payprotec Oregon, LLC, Excel Business Solutions, Inc. and eVance Processing, Inc. (Excel and such subsidiaries, collectively, the "Debtors") under the Loan and Security Agreement, dated as of November 2, 2016, by and among GACP, the lenders thereunder and the Debtors and related loan documents, as amended (the "Excel Loan and Security Agreement"). GACP exercised its post-default remedies and realized on the collateral securing the Debtors' obligations under the Excel Loan and Security Agreement by conducting a public auction of certain assets of the Debtors on April 9, 2018 in accordance with the UCC. The Purchasers submitted the Memorandum of Sale at such auction, which constituted the Purchasers' bid for substantially all of the assets of the Debtors ("Acquired Assets"), which bid was accepted by GACP on April 9, 2018 in connection with the simultaneous signing and closing (the "Closing") of the transactions contemplated under the Memorandum of Sale and the Credit Agreement (defined below). In consideration for the sale and transfer of the Acquired Assets at the Closing, the Purchasers assumed certain post-Closing obligations under assigned contracts and issued GACP a note payable in the amount of $12,500,000, through the deemed simultaneous financing of such purchase price to the Purchasers under the Credit Agreement. Pursuant to the Memorandum of Sale, the Purchasers purchased from GACP and accepted all of the Debtors' right, title and interest in and to the Acquired Assets "as is", "where is" and "with all faults" and without any representations or warranties, express or implied, of any nature whatsoever. Any representations made by the parties in the Memorandum of Sale did not survive the Closing, and there is no indemnification rights for either party's breach. See Note 5. Common Control Mergers Effective May 9, 2018, in accordance with the requirements of the Excel Loan and Security Agreement, the Company entered into a share exchange agreement with Crowdpay.US, Inc. for which the Company issued 2,916,667 shares of common stock for all of the authorized stock of Crowdpay. Crowdpay became a wholly owned subsidiary of OLB. The Company's two majority stockholders were the two stockholders of Crowdpay and as a result this transaction was accounted for as a common control merger. See Note 6. Effective May 9, 2018, in accordance with the requirements of the Excel Loan and Security Agreement, the Company entered into a share exchange agreement with Omnisoft, Inc. for which the Company issued 1,833,333 shares of common stock for all of the authorized stock of Omnisoft. Omnisoft became a wholly owned subsidiary of OLB. The Company's two majority stockholders were the two stockholders of Omnisoft and as a result this transaction was accounted for as a common control merger. See Note 6.

Summary of Significant Accounti

Summary of Significant Accounting Policies	9 Months Ended
	Sep. 30, 2019
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP"). These unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements and footnotes for the year ended December 31, 2018 included on the Company's Form 10-K. The results of the three and nine months ended September 30, 2019 are not necessarily indicative of the results to be expected for the full year ending December 31, 2019. In the opinion of management, all adjustments necessary to present fairly the financial position as of September 30, 2019 and the results of operations and cash flows presented herein have been included in the financial statements. All such adjustments are of a normal and recurring nature. Interim results are not necessarily indicative of results of operations for the full year. Use of Estimates 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 date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The Company's accounting estimates include the collectability of receivables, useful lives of long lived assets and recoverability of those assets, valuation allowances for income taxes, stock based compensation and estimates made for business combinations. Net Loss per Share Basic net loss per share of common stock is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per share of common stock is computed by dividing net loss by the weighted average number of shares of common stock and potentially outstanding shares of common stock during the period. The weighted average number of shares of common stock for the three and nine months ended September 30, 2019 does not include warrants and options to acquire 40,000 and 265,172 shares of common stock, respectively. Basic net loss per share does include the weighted average effect of vested options to acquire 55,257 shares of commons stock as their exercise prices are nominal. There were no other potentially dilutive shares for the three and nine months ended September 30, 2018. Revenue Recognition and Cost of Revenues 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. The Company receives a percentage of recurring monthly transaction related fees comprised of credit and debit card fees charged to merchants, net of association fees, otherwise known as Interchange, as well as certain service charges and convenience fees, for payment processing services, including authorization, capture, clearing, settlement and information reporting of electronic transactions. Fees are calculated on either a percentage of the dollar volume of the transaction or a fixed fee or a hybrid of the two and are recognized at the time of the transaction. In the case of "wholesale" residual revenue in which the Company has a direct contractual relationship with the merchant, bears risk of chargebacks and performs underwriting on the merchants, the Company records the full discount charged to the merchant as revenue and the related interchange and other processing fees as expenses. In cases of residual revenue where the Company is not responsible for merchant underwriting and has no chargeback liability and has no or limited contractual relationship with the merchant, the Company records the amount it receives from the processor net of interchange and other processing fees as revenue. Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, eVance, Securus, Crowdpay.US, and OMNISOFT, Inc. All significant intercompany transactions and balances have been eliminated. Segments Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker, or decision–making group in deciding how to allocate resources and in assessing performance. Our chief operating decision–making group is composed of the chief executive officer. We currently operate in one segment surrounding our ISO operations. Recent Accounting Standards In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) In May 2014, the Financial Accounting Standards Board (FASB) issued ASU 2014-09, Revenue from Contracts with Customers, to establish ASC Topic 606, (ASC 606). ASU 2014-09 supersedes the revenue recognition requirements in ASC Topic 605, Revenue Recognition and most industry-specific guidance throughout the Industry Topics of the Codification. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The guidance includes a five-step framework that requires an entity to: (i) identify the contract(s) with a customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations in the contract, and (v) recognize revenue when the entity satisfies a performance obligation. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. In August 2015, the FASB issued ASU 2015-14, Deferral of the Effective Date, which amended the effective date for nonpublic entities to annual reporting periods beginning after December 15, 2018. In March 2016, the FASB issued an update (ASU 2016-08) to ASC 606, Principal versus Agent Considerations (Reporting Revenue Gross versus Net), which clarifies the guidance on principal versus agent considerations. In April 2016, the FASB issued an update (ASU 2016-10) to ASC 606, Identifying Performance Obligations and Licensing, which provides clarification related to identifying performance obligations and licensing implementation guidance under ASU 2014-09. In May 2016, the FASB issued an update (ASU 2016-12) to ASC 606, Narrow-Scope Improvements and Practical Expedients, which amends guidance on transition, collectability, noncash consideration and the presentation of sales and other similar taxes. In December 2016, the FASB issued an update (ASU 2016-20) to ASC 606, Technical Corrections and Improvements, which outlines technical corrections to certain aspects of the new revenue recognition standard such as provisions for losses on construction type contracts and disclosure of remaining performance obligations, among other aspects. The effective date and transition requirements are the same as those in ASU 2014-09 for all subsequent clarifying guidance discussed herein. The guidance permits two methods of adoption: retrospectively to each prior reporting period presented (full retrospective method), or retrospectively with the cumulative effect of initially applying the guidance recognized at the date of initial application (modified retrospective method). As an Emerging Growth Company, the standard is effective for the Company's 2019 annual reporting period and for interim periods after 2019. The Company is in the process of analyzing the potential impact this standard will have on its consolidated financial position and results of operations. The Company expects to apply the modified retrospective method upon adoption. The Company has reviewed other recently issued accounting pronouncements and plans to adopt those that are applicable to it. The Company does not expect the adoption of any other pronouncements to have an impact on its results of operations or financial position.

Liquidity and Capital Resources

Liquidity and Capital Resources	9 Months Ended
	Sep. 30, 2019
Liquidity and Capital Resources [Abstract]
LIQUIDITY AND CAPITAL RESOURCES	NOTE 3 – LIQUIDITY AND CAPITAL RESOURCES At September 30, 2019, the Company had cash of $25,472 and a working capital deficit of $1,154,688. For the three and nine months ended September 30, 2019, the Company's net loss was $401,859 and $1,281,642, respectively, and its cash used in operating activities was $302,028 for the nine months ended September 30, 2019. T The Company's future capital requirements could depend on many factors, including the need to expand its services, personnel, competing technological and market developments, and the need to enter into collaborations with other companies or acquire other companies or technologies to enhance or complement the Company's product and service offerings. If the Company is unable to secure additional capital, it may be required to curtail its future plans and take additional measures to reduce costs in order to conserve cash.

Intangible Assets

Intangible Assets	9 Months Ended
	Sep. 30, 2019
Goodwill and Intangible Assets Disclosure [Abstract]
INTANGIBLE ASSETS	NOTE 4 – INTANGIBLE ASSETS Intangible assets, net, consist of the following as of: September 30, December 31, Merchant Portfolios $ 2,190,000 $ 2,190,000 Less Accumulated Amortization (443,547 ) (208,571 ) Net residual portfolios $ 1,746,453 $ 1,981,429 September 30, December 31, Trade name $ 2,500,000 $ 2,500,000 Less Accumulated Amortization (708,000 ) (333,333 ) Net trade name $ 1,792,000 $ 2,166,667 Amortization expense for the three and nine months ended September 30, 2019 was $203,214 and $609,643, respectively. Amortization expense for the three and nine months ended September 30, 2018 was $227,676 and $455,353, respectively. The Company's merchant portfolios and tradename are being amortized over respective useful lives of 7 and 5 years. The following sets forth the estimated amortization expense related to amortizing intangible assets for the years ended December 31: 2019 (remainder of year) $ 203,214 2020 $ 812,857 2021 $ 812,857 2022 $ 812,857 2023 $ 479,524 Thereafter $ 417,144 Total $ 3,538,453 The weighted average remaining useful life of amortizing intangible assets was 5.25 years at September 30, 2019.

Business Combinations

Business Combinations	9 Months Ended
	Sep. 30, 2019
Business Combinations [Abstract]
BUSINESS COMBINATIONS	NOTE 5 – BUSINESS COMBINATIONS As disclosed in Note 1, on April 9, 2018, the Company entered into a Memorandum of Sale by and among the Purchasers and GACP. In consideration for the sale and transfer of the Acquired Assets at the Closing, the Company assumed certain post-Closing obligations under assigned contracts and issued GACP a note payable for $12,500,000, through the deemed simultaneous financing of such purchase price to the Purchasers under the Credit Agreement. The Company accounted for the transaction as a business combination under ASC 805 and as a result, allocated the fair value of the identifiable assets acquired and liabilities assumed as of the acquisition date as outlined in the table below. The results of operations of the business acquired by the Company have been included in the consolidated statements of operations since the date of acquisition. The excess of the purchase price over the estimated fair values of the underlying identifiable assets acquired and liabilities assumed was allocated to goodwill. The amount assigned to goodwill was deemed appropriate based on several factors, including: (i) the multiple paid by market participants for businesses in the merchant card processing business; (ii) levels of eVance Payments, current and future projected cash flows; and (iii) the Company's strategic business plan. Goodwill is expected to be deductible for tax purposes. The allocation of the purchase price and the estimated fair market values of the assets acquired and liabilities assumed are shown below: Consideration Consideration issued $ 12,500,000 Identified assets and liabilities Cash 42,711 Accounts and other receivables 480,302 Note receivable 174,967 Prepaid expenses 84,945 Long-term assets 348,367 Property and equipment 106,600 Accounts payable (180,231 ) Accrued Expenses (105,877 ) Merchant portfolios 2,190,000 Tradename 2,500,000 Total identified assets and liabilities 5,641,784 Excess purchase price allocated to goodwill $ 6,858,216 Unaudited pro forma results of operations for the nine months ended September 30, 2018, as if the Company and its subsidiaries had been combined on January 1, 2018, are presented below. The pro forma results include estimates and assumptions which management believes are reasonable. The pro forma results do not include any anticipated cost savings or other effects of the planned integration of these entities, and are not necessarily indicative of the results that would have occurred if the business combination had been in effect on the date indicated, or which may result in the future. The unaudited pro forma results of operations are as follows: Nine Months Revenues $ 9,456,512 Operating loss $ (126,145 ) Other expense (801,321 ) Net loss $ (927,466 ) Net loss per share – basic and diluted $ (0.20 )

Common Control Mergers

Common Control Mergers	9 Months Ended
	Sep. 30, 2019
Common Control Mergers [Abstract]
COMMON CONTROL MERGERS	NOTE 6 – COMMON CONTROL MERGERS On May 9, 2018, the Company acquired 100% of Omnisoft in exchange for the issuance of 1,833,333 shares of common stock. The acquisition of Omnisoft., was determined to be a common control transaction as each Company has the same two shareholders with a majority ownership. As a result, the assets and liabilities assumed were recorded on the Company's consolidated financial statements at their respective carry-over basis. Under ASC 805, "Business Combinations," the Company recorded the common control merger as of the earliest date presented in these consolidated financial statements, or January 1, 2018. On May 9, 2018, the Company acquired 100% of Crowdpay in exchange for 2,916,667 shares of common stock. The acquisition of Crowdpay as a wholly owned subsidiary is considered a common control transaction as each Company has the same shareholder with a majority ownership. As a result, the assets and liabilities assumed were recorded on the Company's consolidated financial statements at their respective carry-over basis. Under ASC 805, "Business Combinations," the Company recorded the common control merger as of the earliest date presented in these condensed consolidated financial statements, or January 1, 2018.

Note Payable

Note Payable	9 Months Ended
	Sep. 30, 2019
Debt Disclosure [Abstract]
NOTE PAYABLE	NOTE 7 – NOTE PAYABLE In order to finance the Asset Acquisition, GACP, as administrative agent and collateral agent ("Agent"), and as the initial sole lender thereunder, provided a term loan of $12,500,000 (the "Term Loan") to the Purchasers, Omnisoft, Inc., a Delaware corporation and CrowdPay.us, Inc., a New York corporation, each of Omnisoft and Crowdpay being affiliates of the Company's majority stockholder, which obligations are guaranteed by the Company (collectively with the Borrowers, the "Loan Parties"), under the Loan and Security Agreement (the "Credit Agreement"), dated as of April 9, 2018, by and among the Loan Parties, the lenders from time to time party thereto as lenders (the "Lenders") and the Agent. The Term Loan matures in full on April 9, 2021, the third anniversary of the Closing. $1,000,000 of the principal amount under the Term Loan must be repaid on or prior to July 15, 2018, and an additional $2,000,000 in principal due on or prior to October 31, 2018 (in each case subject to earlier repayment under certain circumstances, including if a Loan Party consummates an equity financing), with the remaining principal due upon maturity. The Term Loan can be prepaid without penalty in part by the Loan Parties with ten days' prior written notice to the Agent, and in full within thirty days' prior written notice. The Term Loan is subject to an interest rate of 9.0% per annum, payable monthly in arrears. The obligations of the Loan Parties under the Credit Agreement are secured by all of their respective assets and the Loan Parties pledged all of their assets as collateral for their obligations under the Credit Agreement. Additionally, the Company pledged its ownership interests in the Purchasers and any of its other subsidiaries that it may form or acquire from time to time. The Credit Agreement includes customary representations, warranties and financial and other covenants of the Loan Parties for the benefit of the Lenders and the Agent. The obligations of the Loan Parties under the Credit Agreement are subject to customary events of default for a secured term loan. Each Loan Party is jointly and severally liable for the obligations under the Credit Agreement. On July 30, 2018, the Company entered into Amendment No. 1 to the Loan and Security Agreement (the "Amendment") amending that certain Loan and Security Agreement, dated as of April 9, 2018 (the "Original Credit Agreement,", by and among GACP Finance Co., LLC, as administrative agent and collateral agent, the lenders party thereto, Securus365, Inc., eVance, Inc., eVance Capital, Inc., OMNISOFT, Inc., and CrowdPay.us, Inc., as borrowers, and the Company, as parent guarantor. Pursuant to the Amendment, among other things, the lenders (i) waived the Company's existing defaults under the Original Credit Agreement for its failure to make payment of $1,000,000 (the "initial payment") under the Original Credit Agreement on or prior to July 15, 2018 and to deliver to the lenders unaudited monthly financial statements and compliance certificates of the Company, (ii) extended the date on which the initial payment was required to be made to July 30, 2018 and extended the date on which the Company is required to provide audited financial statements for the fiscal years ended December 31, 2017 and 2018, (iii) permitted the Company to enter into a subordinated loan arrangement for the Note concurrently with the Amendment such that the Company could make the initial payment under the terms of the Amendment and Original Credit Agreement, and permitted the Note to be repaid either from the sale of the Note Collateral Shares or at any time after the second payment under the Amendment and Original Credit Agreement. The Company borrowed $1,000,000 from a related party (Note 11) in order to make its first scheduled payment. On November 14, 2018, the $2,000,000 second payment due under the Original Credit Agreement that was due by October 31, 2018 was paid. The Company borrowed $2,000,000 from a related party (Note 10) in order to make its second scheduled payment. Total interest expense for the GACP loan incurred during the three and nine months ended September 30, 2019 was $218,500 and $648,375, respectively, $71,250 of which is accrued as of September 30, 2019. Total interest expense for the three and nine months ended September 30, 2018 was $279,250 and $464,875, respectively. Total interest expense incurred during the year ended December 31, 2018 was $791,625, $73,625 of which was accrued as of December 31, 2018. On February 5, 2019, the Company entered into Amendment No. 3 to Loan and Security Agreement (the "Amendment

Warrants

Warrants	9 Months Ended
	Sep. 30, 2019
Warrants [Abstract]
WARRANTS	NOTE 8 - WARRANTS Pursuant to and as additional consideration for the Term Loan under the Credit Agreement, on April 9, 2018 the Company issued to GACP a Warrant to purchase 40,000 shares of common stock of the Company at an exercise price of $7.50 per share, subject to adjustment as set forth in the Warrant. The Warrant is exercisable by GACP at any time from the Issuance Date until the later of (i) the third (3 rd rd As additional consideration for the Term Loan under the Credit Agreement, on April 9, 2018 the Company also entered into a letter agreement (the "Additional Warrants Agreement") with GACP, pursuant to which the Company agreed that if the Company at any time after the Closing and prior to the satisfaction of all outstanding obligations under the Credit Agreement requests for GACP to provide debt financing for the acquisition of a company or operating business by the Company or its subsidiaries, and GACP or its affiliates provide all of the debt financing for such acquisition, the Company will issue to GACP a warrant to purchase 6,667 shares of the Company's common stock (an "Additional Warrant") upon the closing of such debt-financing, with such Additional Warrant in substantially the same form as the Warrant, up to a total of four (4) Additional Warrants for four debt-financed acquisitions under the Additional Warrants Agreement. The exercise price of the Additional Warrants, if issued, will be $9.00 per share for the first Additional Warrant, $10.50 per share for the second Additional Warrant, $12.00 per share for the third Additional Warrant and $13.50 per share for the fourth Additional Warrant, with the number of shares and exercise price subject to adjustment as set forth in the Additional Warrants Agreement and the Additional Warrant. The warrants have a exercise price of $7.50 and expire in three years. The aggregate fair value of the warrants, which was charged to interest expense, totaled $7,660 based on the Black Scholes Merton pricing model using the following estimates: exercise price of $7.50, 2.28% risk free rate, 114.11% volatility and expected life of the warrants of 3 years. A summary of the status of the Company's outstanding stock warrants as of September 30, 2019 is presented below: Range of Exercise Prices Number Outstanding Weighted Average Weighted Average $ 7.50 40,000 1.50 years $ 7.50 The aggregate intrinsic value represents the total pretax intrinsic value, based on warrants with an exercise price less than the Company's stock price as of September 30, 2019, which would have been received by the warrant holder had the warrant holder exercised their warrants as of that date.

Stock Options

Stock Options	9 Months Ended
	Sep. 30, 2019
Stock Options [Abstract]
STOCK OPTIONS	NOTE 9 – STOCK OPTIONS Pursuant to the terms on the employment agreement with Mr. Yakov he was granted 6,667 common stock options on January 1, 2019. The grant shall vest at the rate of 1/3 beginning on each anniversary of the effective date of grant. The options have an exercise price of $0.03 and expire in three years after each vest date. The aggregate fair value of the options totaled $39,814 based on the Black Scholes Merton pricing model using the following estimates: exercise price of $0.03, 2.47% risk free rate, 104.8% volatility and expected life of the options of 4 years. The fair value is being amortized over the applicable vesting period and credited to additional paid in capital. A summary of the status of the Company's outstanding stock options and changes during the year is presented below: Stock Options Shares Weighted Aggregate Options outstanding at January 1, 2019 271,839 $ 0.0001 - Granted 6,667 $ 0.001 - Exercised - $ - - Forfeited - $ - - Options outstanding September 30, 2019 278,506 $ 0.0001 $ 3,340,872 Shares exercisable at September 30, 2019 55,257 $ 0.0001 $ 662,843 On November 13, 2019, the Company entered into an agreement with the holder of 265,172 common stock options whereby both parties agreed that the exercise price pertaining to those options only would not be adjusted for the effects of the Reverse Stock Split.

Related Party Transactions

Related Party Transactions	9 Months Ended
	Sep. 30, 2019
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	NOTE 10 – RELATED PARTY TRANSACTIONS On July 30, 2018, pursuant to the terms of the Amendment (Note 7), the Company issued to Mr. John Herzog, a significant stockholder of the Company a subordinated promissory note in the principal amount of $1,000,000 (the "Note") for cash proceeds of $1,000,000. The Note initially matured on March 31, 2019 (though the Company had the right to prepay the Note, in whole or in part, at any time prior to maturity) and bears interest at a rate of 12% per annum, compounding annually. The Note is subordinated to the Credit Agreement. The Company used the proceeds received to make the initial payment under the Credit Agreement. On November 14, 2018, the Company issued to John Herzog, a subordinated promissory note in the principal amount of $2,000,000 for cash proceeds of $2,000,000. On March 1, 2019, the Company entered into Amendment No. 1 to Subordinated Promissory Note (the " ") with Mr. Herzog. The purpose of the Subordinated Note Amendment was to amend that certain subordinated promissory note issued on July 26, 2018 in the principal amount of $1,000,000 to reflect an increase in the amount of principal due under the note from $1,000,000 to $3,000,000 reflecting a payment made by the payee to the Company of $2,000,000 on November 14, 2018 (the proceeds of which were used by the Company to make a second required payment under the Credit Agreement) and to extend the maturity date of the Note from March 31, 2019 to September 30, 2020. Total interest expense on the two loans from Mr. Herzog for the three and nine months ended September 30, 2019 was $90,740 and $269,260, respectively. Total accrued interest as of September 30, 2019 and December 31, 2018 is $312,110 and $52,849, respectively. As of September 30, 2019 and December 31, 2018, the Company has total accrued compensation due to Mr. Yakov of $568,027 and $568,292, respectively, and advances to be repaid to Mr. Yakov of $17,684 and $17,684, respectively. On August 10, 2018, Ronny Yakov, the CEO, loaned the Company $25,000, in order to pay for audit services. Mr. Yakov loaned the Company an additional $215,914 to the Company during the nine months ended September 30, 2019. The loans are unsecured, bear interest at 12% and are due on demand. As of September 30, 2019, and December 31, 2018 there is $11,912 and $1,184 of interest accrued, respectively, on these loans. Interest expense for the three and nine months ended September 30, 2019 was $4,375 and $10,358, respectively. Interest expense for the three and nine months ended September 30, 2018 was $419 and $419, respectively.

Commitments and Contingencies

Commitments and Contingencies	9 Months Ended
	Sep. 30, 2019
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	NOTE 11 – COMMITMENTS AND CONTINGENCIES In the normal course of business, the Company may be involved in legal proceedings, claims and assessments arising in the ordinary course of business. The Company records legal costs associated with loss contingencies as incurred and accrues for all probable and estimable settlements. On October 20, 2017, the Company entered into a new employment agreement with Mr. Yakov for 7 years effective January 1, 2018 through December 31, 2024. The agreement provides for an annual salary of $375,000, fringe benefits ($2,500 monthly automobile allowance, any benefit plans of the Company and 4 weeks paid vacation), an incentive bonus of $200,000 based on the achievement of certain performance criteria and an acquisition bonus equal to two (2%) percent of the gross purchase price paid in connection therewith upon the closing of any acquisition directly or indirectly by the Company or its subsidiaries during the Employment Period of any company or business (including purchases of all or substantially all of the assets of any such entity) having then existing sales of not less than three million five hundred thousand dollars ($3,500,000). As of September 30, 2019, no bonuses have been paid or accrued. Office Lease The Company leases its Georgia office facilities under an operating lease which is expiring in November 2019. The Company will continue to lease the location on a month-to-month basis. Monthly lease payments are $9,046.

Subsequent Events

Subsequent Events	9 Months Ended
	Sep. 30, 2018
Subsequent Events [Abstract]
Subsequent Events	NOTE 12 – SUBSEQUENT EVENTS On October 4, 2019, the Board of Directors of the Company (the "Board") and Ronny Yakov, the Chairman, Chief Executive Officer, President, Secretary and sole Director of the Company and the holder of approximately 64.27% of the Company's outstanding Common Stock as of the Record Date approved the following actions by written consent to approve an amendment to our Certificate of Incorporation, to: (1) effect a reverse stock split of our issued and outstanding Common Stock at a ratio between one-for-twenty and one-for-thirty five, with such final ratio to be determined at the sole discretion of the Board (or its designee or designees) and with such to be effected at such time and date, if at all, as determined by the Board in its sole discretion (provided that it is by October 4, 2020) and (2) indemnify the directors, officers, employees or other agents of the Company to the fullest extent permitted by the Delaware General Corporation Law. On November8 2019, the Board approved, and on November 12, 2019, the Company effected a one-for- thirty reverse stock split of its common stock. All shares, options and warrants throughout these consolidated financial statements and Form 10-Q have been retroactively restated to reflect the Reverse Split. In addition to the Reverse Split, the Company amended its certificate of incorporation whereby the Company shall indemnify the directors, officers, employees or other agents of the Company to the fullest extent permitted by the Delaware General Corporations Law.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	9 Months Ended
	Sep. 30, 2019
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP"). These unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements and footnotes for the year ended December 31, 2018 included on the Company's Form 10-K. The results of the three and nine months ended September 30, 2019 are not necessarily indicative of the results to be expected for the full year ending December 31, 2019. In the opinion of management, all adjustments necessary to present fairly the financial position as of September 30, 2019 and the results of operations and cash flows presented herein have been included in the financial statements. All such adjustments are of a normal and recurring nature. Interim results are not necessarily indicative of results of operations for the full year.
Use of Estimates	Use of Estimates 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 date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The Company's accounting estimates include the collectability of receivables, useful lives of long lived assets and recoverability of those assets, valuation allowances for income taxes, stock based compensation and estimates made for business combinations.
Net Loss per Share	Net Loss per Share Basic net loss per share of common stock is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per share of common stock is computed by dividing net loss by the weighted average number of shares of common stock and potentially outstanding shares of common stock during the period. The weighted average number of shares of common stock for the three and nine months ended September 30, 2019 does not include warrants and options to acquire 40,000 and 265,172 shares of common stock, respectively. Basic net loss per share does include the weighted average effect of vested options to acquire 55,257 shares of commons stock as their exercise prices are nominal. There were no other potentially dilutive shares for the three and nine months ended September 30, 2018.
Revenue Recognition and Cost of Revenues	Revenue Recognition and Cost of Revenues 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. The Company receives a percentage of recurring monthly transaction related fees comprised of credit and debit card fees charged to merchants, net of association fees, otherwise known as Interchange, as well as certain service charges and convenience fees, for payment processing services, including authorization, capture, clearing, settlement and information reporting of electronic transactions. Fees are calculated on either a percentage of the dollar volume of the transaction or a fixed fee or a hybrid of the two and are recognized at the time of the transaction. In the case of "wholesale" residual revenue in which the Company has a direct contractual relationship with the merchant, bears risk of chargebacks and performs underwriting on the merchants, the Company records the full discount charged to the merchant as revenue and the related interchange and other processing fees as expenses. In cases of residual revenue where the Company is not responsible for merchant underwriting and has no chargeback liability and has no or limited contractual relationship with the merchant, the Company records the amount it receives from the processor net of interchange and other processing fees as revenue.
Principles of Consolidation	Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, eVance, Securus, Crowdpay.US, and OMNISOFT, Inc. All significant intercompany transactions and balances have been eliminated.
Segments	Segments Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker, or decision–making group in deciding how to allocate resources and in assessing performance. Our chief operating decision–making group is composed of the chief executive officer. We currently operate in one segment surrounding our ISO operations.
Recent Accounting Standards	Recent Accounting Standards In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) In May 2014, the Financial Accounting Standards Board (FASB) issued ASU 2014-09, Revenue from Contracts with Customers, to establish ASC Topic 606, (ASC 606). ASU 2014-09 supersedes the revenue recognition requirements in ASC Topic 605, Revenue Recognition and most industry-specific guidance throughout the Industry Topics of the Codification. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The guidance includes a five-step framework that requires an entity to: (i) identify the contract(s) with a customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations in the contract, and (v) recognize revenue when the entity satisfies a performance obligation. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. In August 2015, the FASB issued ASU 2015-14, Deferral of the Effective Date, which amended the effective date for nonpublic entities to annual reporting periods beginning after December 15, 2018. In March 2016, the FASB issued an update (ASU 2016-08) to ASC 606, Principal versus Agent Considerations (Reporting Revenue Gross versus Net), which clarifies the guidance on principal versus agent considerations. In April 2016, the FASB issued an update (ASU 2016-10) to ASC 606, Identifying Performance Obligations and Licensing, which provides clarification related to identifying performance obligations and licensing implementation guidance under ASU 2014-09. In May 2016, the FASB issued an update (ASU 2016-12) to ASC 606, Narrow-Scope Improvements and Practical Expedients, which amends guidance on transition, collectability, noncash consideration and the presentation of sales and other similar taxes. In December 2016, the FASB issued an update (ASU 2016-20) to ASC 606, Technical Corrections and Improvements, which outlines technical corrections to certain aspects of the new revenue recognition standard such as provisions for losses on construction type contracts and disclosure of remaining performance obligations, among other aspects. The effective date and transition requirements are the same as those in ASU 2014-09 for all subsequent clarifying guidance discussed herein. The guidance permits two methods of adoption: retrospectively to each prior reporting period presented (full retrospective method), or retrospectively with the cumulative effect of initially applying the guidance recognized at the date of initial application (modified retrospective method). As an Emerging Growth Company, the standard is effective for the Company's 2019 annual reporting period and for interim periods after 2019. The Company is in the process of analyzing the potential impact this standard will have on its consolidated financial position and results of operations. The Company expects to apply the modified retrospective method upon adoption. The Company has reviewed other recently issued accounting pronouncements and plans to adopt those that are applicable to it. The Company does not expect the adoption of any other pronouncements to have an impact on its results of operations or financial position.

Intangible Assets (Tables)

Intangible Assets (Tables)	9 Months Ended
	Sep. 30, 2019
Goodwill and Intangible Assets Disclosure [Abstract]
Schedule of other assets	September 30, December 31, Merchant Portfolios $ 2,190,000 $ 2,190,000 Less Accumulated Amortization (443,547 ) (208,571 ) Net residual portfolios $ 1,746,453 $ 1,981,429 September 30, December 31, Trade name $ 2,500,000 $ 2,500,000 Less Accumulated Amortization (708,000 ) (333,333 ) Net trade name $ 1,792,000 $ 2,166,667
Schedule of estimated amortization expense related to amortizing intangible assets	2019 (remainder of year) $ 203,214 2020 $ 812,857 2021 $ 812,857 2022 $ 812,857 2023 $ 479,524 Thereafter $ 417,144 Total $ 3,538,453

Business Combinations (Tables)

Business Combinations (Tables)	9 Months Ended
	Sep. 30, 2019
Business Combinations [Abstract]
Summary of estimated fair market values of the assets acquired and liabilities	Consideration Consideration issued $ 12,500,000 Identified assets and liabilities Cash 42,711 Accounts and other receivables 480,302 Note receivable 174,967 Prepaid expenses 84,945 Long-term assets 348,367 Property and equipment 106,600 Accounts payable (180,231 ) Accrued Expenses (105,877 ) Merchant portfolios 2,190,000 Tradename 2,500,000 Total identified assets and liabilities 5,641,784 Excess purchase price allocated to goodwill $ 6,858,216
Schedule of unaudited pro forma results of operations	Nine Months Revenues $ 9,456,512 Operating loss $ (126,145 ) Other expense (801,321 ) Net loss $ (927,466 ) Net loss per share – basic and diluted $ (0.20 )

Warrants (Tables)

Warrants (Tables)	9 Months Ended
	Sep. 30, 2019
Warrants [Abstract]
Schedule of outstanding stock warrants	Range of Exercise Prices Number Outstanding Weighted Average Weighted Average $ 7.50 40,000 1.50 years $ 7.50

Stock Options (Tables)

Stock Options (Tables)	9 Months Ended
	Sep. 30, 2019
Stock Options [Abstract]
Schedule of outstanding stock options and changes	Stock Options Shares Weighted Aggregate Options outstanding at January 1, 2019 271,839 $ 0.0001 - Granted 6,667 $ 0.001 - Exercised - $ - - Forfeited - $ - - Options outstanding September 30, 2019 278,506 $ 0.0001 $ 3,340,872 Shares exercisable at September 30, 2019 55,257 $ 0.0001 $ 662,843

Background (Details)

Background (Details) - USD ($)	Oct. 04, 2019	May 09, 2018	Sep. 30, 2019
Background (Textual)
Description of acquired assets			Post-Closing obligations under assigned contracts and issued GACP a note payable in the amount of $12,500,000, through the deemed simultaneous financing of such purchase price to the Purchasers under the Credit Agreement.
Board of Directors and Chairman [Member] | Subsequent Event [Member]
Background (Textual)
Company's common stock outstanding in percentage	64.27%
Description of reverse stock split	(1) effect a reverse stock split of our issued and outstanding Common Stock at a ratio between one-for-twenty and one-for-thirty five, with such final ratio to be determined at the sole discretion of the Board (or its designee or designees) and with such to be effected at such time and date, if at all, as determined by the Board in its sole discretion (provided that it is by October 4, 2020) and (2) indemnify the directors, officers, employees or other agents of the Company to the fullest extent permitted by the Delaware General Corporation Law.
Maximum [Member]
Background (Textual)
Capital raise			$ 50,000,000
Minimum [Member]
Background (Textual)
Capital raise			$ 10,000,000
Crowdpay [Member]
Background (Textual)
Shares of common stock will issued		2,916,667
Omnisoft [Member]
Background (Textual)
Shares of common stock will issued		1,833,333

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Details)	3 Months Ended	9 Months Ended
	Sep. 30, 2019shares	Sep. 30, 2019Segmentshares
Summary of Significant Accounting Policies (Textual)
Number of segment | Segment		1
Options [Member]
Summary of Significant Accounting Policies (Textual)
Weighted average number of common shares anti-dilutive effect		55,257
Warrants [Member]
Summary of Significant Accounting Policies (Textual)
Weighted average number of common shares anti-dilutive effect	40,000	265,172

Liquidity and Capital Resourc_2

Liquidity and Capital Resources (Details) - USD ($)	3 Months Ended			9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018		Sep. 30, 2019	Sep. 30, 2018	[1]	Dec. 31, 2018	Dec. 31, 2017	[1]
Liquidity and Capital Resources (Textual)
Cash	$ 25,472	$ 118,132	[1]	$ 25,472	$ 118,132		$ 111,586
Working capital deficit	1,154,688			1,154,688
Net loss	(401,859)	$ (573,531)		(1,281,642)	(1,020,498)
Cash used in operating activities				(302,028)	$ (124,546)
Accrued payroll and other expenses	$ 838,500			$ 838,500
[1]	Includes the consolidated cashflows from operations of (a) OLB, CrowdPay and Omnisoft from January 1, 2018 through September 30, 2018 and (b) the net assets acquired from the Predecessor from April 9, 2018 through September 30, 2018 as disclosed in Note 1.

Intangible Assets (Details)

Intangible Assets (Details) - USD ($)	Sep. 30, 2019	Dec. 31, 2018
Goodwill and Intangible Assets Disclosure [Abstract]
Merchant Portfolios	$ 2,190,000	$ 2,190,000
Less Accumulated Amortization	(443,547)	(208,571)
Net residual portfolios	1,746,453	1,981,429
Trade name	2,500,000	2,500,000
Less Accumulated Amortization	(708,000)	(333,333)
Net trade name	$ 1,792,000	$ 2,166,667

Intangible Assets (Details 1)

Intangible Assets (Details 1)	Sep. 30, 2019USD ($)
Intangible Assets [Abstract]
2019 (remainder of year)	$ 203,214
2020	812,857
2021	812,857
2022	812,857
2023	479,524
Thereafter	417,144
Total	$ 3,538,453

Intangible Assets (Details Text

Intangible Assets (Details Textual) - USD ($)	3 Months Ended		4 Months Ended	9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Apr. 30, 2018	Sep. 30, 2019	Sep. 30, 2018	[1]
Intangible assets (Textual)
Amortization expense	$ 203,214	$ 227,676		$ 609,643	$ 455,353
Predecessor [Member]
Intangible assets (Textual)
Weighted average useful life of amortizing intangible assets				5 years 2 months 30 days
Amortization expense			$ 90,739
Predecessor [Member] | Minimum [Member]
Intangible assets (Textual)
Portfolios and tradename are being amortized over respective useful lives				5 years
Predecessor [Member] | Maximum [Member]
Intangible assets (Textual)
Portfolios and tradename are being amortized over respective useful lives				7 years
[1]	Includes the consolidated results from operations of (a) OLB, CrowdPay and Omnisoft from January 1, 2018 through September 30, 2018 and (b) the net assets acquired from the Predecessor from April 9, 2018 through September 30, 2018 as disclosed in Note 1.

Business Combinations (Details)

Business Combinations (Details) - GACP [Member]	9 Months Ended
	Sep. 30, 2019USD ($)
Consideration
Consideration issued	$ 12,500,000
Identified assets and liabilities
Cash	42,711
Accounts and other receivables	480,302
Note receivable	174,967
Prepaid expenses	84,945
Long-term assets	348,367
Property and equipment	106,600
Accounts payable	(180,231)
Accrued Expenses	(105,877)
Merchant portfolios	2,190,000
Tradename	2,500,000
Total identified assets and liabilities	5,641,784
Excess purchase price allocated to goodwill	$ 6,858,216

Business Combinations (Details

Business Combinations (Details 1)	9 Months Ended
	Sep. 30, 2018USD ($)$ / shares
Business combinations [Abstract]
Revenues	$ 9,456,512
Operating loss	(126,145)
Other expense	(801,321)
Net loss	$ (927,466)
Net loss per share - basic and diluted | $ / shares	$ (0.20)

Business Combinations (Detail_2

Business Combinations (Details Textual)	9 Months Ended
	Sep. 30, 2019
Business Combinations (Textual)
Description of acquired assets	Post-Closing obligations under assigned contracts and issued GACP a note payable in the amount of $12,500,000, through the deemed simultaneous financing of such purchase price to the Purchasers under the Credit Agreement.
Purchasers under the Credit Agreement [Member]
Business Combinations (Textual)
Description of acquired assets	Post-Closing obligations under assigned contracts and issued GACP a note payable for $12,500,000, through the deemed simultaneous financing of such purchase price to the Purchasers under the Credit Agreement.

Common Control Mergers (Details

Common Control Mergers (Details)	1 Months Ended
	May 09, 2018shares
Omnisoft [Member]
Common Control Mergers (Textual)
Acquired interest rate	100.00%
Issuance of common shares	1,833,333
Crowdpay [Member]
Common Control Mergers (Textual)
Acquired interest rate	100.00%
Issuance of common shares	2,916,667

Note Payable (Details)

Note Payable (Details) - USD ($)	Feb. 05, 2019	Nov. 14, 2018	Jul. 15, 2018	Jul. 30, 2018	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018		Dec. 31, 2018	Oct. 31, 2018
Note Payable (Textual)
Loan and security agreement, description				(i) waived the Company's existing defaults under the Original Credit Agreement for its failure to make payment of $1,000,000 (the "initial payment") under the Original Credit Agreement on or prior to July 15, 2018 and to deliver to the lenders unaudited monthly financial statements and compliance certificates of the Company, (ii) extended the date on which the initial payment was required to be made to July 30, 2018 and extended the date on which the Company is required to provide audited financial statements for the fiscal years ended December 31, 2017 and 2018, (iii) permitted the Company to enter into a subordinated loan arrangement for the Note concurrently with the Amendment such that the Company could make the initial payment under the terms of the Credit Agreement, and permitted the Note to be repaid either from the sale of the Note Collateral Shares or at any time after the second payment under the Credit Agreement. The Company borrowed $1,000,000 from a related party (Note 11) in order to make its first scheduled payment.
Company borrowed							$ 215,914	$ 1,055,000	[1]
Notes payable , description	The Company is required to maintain a Fixed Charge Coverage Ratio of (x) not less than 1.10:1.00 and (y) on or after the end of the first full fiscal month ended January 31, 2020, the Fixed Charge Coverage Ratio shall not be less than 1.20:1.00, measured in each case on a trailing twelve month and Consolidated Net Revenue shall not be less than $10,000,000.
Accrued interest expense							$ 71,250			$ 73,625
GACP Finance Co., LLC [Member]
Note Payable (Textual)
Term loan, description							The initial sole lender thereunder, provided a term loan of $12,500,000 (the "Term Loan") to the Purchasers, Omnisoft, Inc., a Delaware corporation and CrowdPay.us, Inc., a New York corporation, each of Omnisoft and Crowdpay being affiliates of the Company's majority stockholder, which obligations are guaranteed by the Company (collectively with the Borrowers, the "Loan Parties"), under the Loan and Security Agreement (the "Credit Agreement"), dated as of April 9, 2018, by and among the Loan Parties, the lenders from time to time party thereto as lenders (the "Lenders") and the Agent
GACP loan [Member]
Note Payable (Textual)
Interest expenses					$ 218,500	$ 279,250	$ 648,375	$ 464,875		$ 791,625
Notes Payable [Member]
Note Payable (Textual)
Term loan, principal amount			$ 1,000,000
Additional principal payment due		$ 2,000,000									$ 2,000,000
Loan of interest, percentage					9.00%		9.00%
Term loan, maturity date		Oct. 31, 2018	Apr. 9, 2021
Company borrowed		$ 2,000,000
[1]	Includes the consolidated cashflows from operations of (a) OLB, CrowdPay and Omnisoft from January 1, 2018 through September 30, 2018 and (b) the net assets acquired from the Predecessor from April 9, 2018 through September 30, 2018 as disclosed in Note 1.

Warrants (Details)

Warrants (Details)	9 Months Ended
	Sep. 30, 2019$ / sharesshares
Warrants [Abstract]
Range of Exercise Prices	$ 7.50
Number Outstanding | shares	40,000
Weighted Average Remaining Contractual Life	1 year 6 months
Weighted Average Exercise Price	$ 7.50

Warrants (Details Textual)

Warrants (Details Textual) - USD ($)	Apr. 09, 2018	Sep. 30, 2019
Warrants (Textual)
Exercise price		$ 7.50
GACP Finance Co., LLC [Member] | Warrants [Member]
Warrants (Textual)
Warrant to purchase shares of common stock	40,000
Exercise price	$ 7.50
Exercise price description	The exercise price of the Additional Warrants, if issued, will be $9.00 per share for the first Additional Warrant, $10.50 per share for the second Additional Warrant, $12.00 per share for the third Additional Warrant and $13.50 per share for the fourth Additional Warrant, with the number of shares and exercise price subject to adjustment as set forth in the Additional Warrants Agreement and the Additional Warrant.
Expire term		3 years
Fair value of warrants		$ 7,660
Exercise price		$ 7.50
Risk free rate		2.28%
Volatility		114.11%
Expected life		3 years
Warrants exercise price	$ 0.003
Dividend yield	15000.00%
GACP Finance Co., LLC [Member] | Additional Warrants Agreement [Member]
Warrants (Textual)
Warrants to purchase of common stock	6,667

Stock Options (Details)

Stock Options (Details) - Equity Option [Member]	9 Months Ended
	Sep. 30, 2019USD ($)$ / sharesshares
Options outstanding, Shares | shares	271,839
Granted, shares | shares	6,667
Exercised, shares | shares
Forfeited, shares | shares
Options outstanding, shares | shares	278,506
Shares exercisable, shares | shares	55,257
Options outstanding, Weighted Average Exercise Price | $ / shares	$ 0.0001
Granted, Weighted Average Exercise Price | $ / shares	0.001
Exercised, Weighted Average Exercise Price | $ / shares
Forfeited, Weighted Average Exercise Price | $ / shares
Options outstanding, Weighted Average Exercise Price | $ / shares	0.0001
Shares exercisable, Weighted Average Exercise Price | $ / shares	$ 0.0001
Options outstanding, Aggregate Intrinsic Value | $	$ 3,340,872
Shares exercisable, Aggregate Intrinsic Value | $	$ 662,843

Stock Options (Details Textual)

Stock Options (Details Textual) - USD ($)	Nov. 13, 2019	Jan. 03, 2019
Subsequent Event [Member]
Stock Options (Textual)
Options granted	265,172
Mr. Yakov [Member]
Stock Options (Textual)
Options granted		6,667
Options exercise price		$ 0.001
Grant vest rate		The grant shall vest at the rate of 1/3 beginning on each anniversary of the effective date of grant.
Maturity term		3 years
Aggregate fair value		$ 39,814
Exercise price		$ 0.03
Risk free rate		2.47%
Volatility rate		104.80%
Expected life		4 years

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)	Nov. 14, 2018	Aug. 10, 2018	Jul. 30, 2018	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018		Dec. 31, 2018	Jul. 26, 2018
Related Party Transactions (Textual)
Total interest expense				$ 218,500	$ 279,250	$ 648,015	$ 464,875	[1]
Accrued interest on loans				11,912		11,912			$ 1,184
Note [Member] | Maximum [Member]
Related Party Transactions (Textual)
Principal amount										$ 3,000,000
Note [Member] | Minimum [Member]
Related Party Transactions (Textual)
Principal amount										1,000,000
Ronny Yakov [Member]
Related Party Transactions (Textual)
Borrowed from related party		$ 25,000
Related party transactions interest rate		12.00%
Additional loan amount		$ 215,914
Total interest expense				4,375	$ 419	10,358	$ 419
John Herzog [Member]
Related Party Transactions (Textual)
Related party transactions interest rate			12.00%
Cash proceeds			$ 1,000,000
Mr. Herzog
Related Party Transactions (Textual)
Principal amount	$ 2,000,000									$ 1,000,000
Cash proceeds	2,000,000
Accrued expenses due to related parties				312,110		312,110			52,849
Reflecting payment	$ 2,000,000
Description of credit agreement	The maturity date of the Note from March 31, 2019 to September 30, 2020
Total interest expense				90,740		269,260
Mr. Yakov [Member]
Related Party Transactions (Textual)
Accrued compensation				568,027		568,027			568,292
Repaid advances				$ 17,684		$ 17,684			$ 17,684
[1]	Includes the consolidated results from operations of (a) OLB, CrowdPay and Omnisoft from January 1, 2018 through September 30, 2018 and (b) the net assets acquired from the Predecessor from April 9, 2018 through September 30, 2018 as disclosed in Note 1.

Commitments and Contingencies (

Commitments and Contingencies (Details Textual) - USD ($)	1 Months Ended	9 Months Ended
	Oct. 20, 2017	Sep. 30, 2019
Commitments and Contingencies (Textual)
Employment agreement, description	The Company entered into a new employment agreement with Mr. Yakov for 7 years effective January 1, 2018 through December 31, 2024.
Annual salary	$ 375,000
Monthly automobile allowance	$ 2,500
Paid vacation period	28 days
Incentive bonus	$ 200,000
Operating lease expiring		Nov. 30, 2019
Monthly lease payments		$ 9,046
Percentage of acquisition	2.00%
Description of employment period	The Employment Period of any company or business (including purchases of all or substantially all of the assets of any such entity) having then existing sales of not less than three million five hundred thousand dollars ($3,500,000).

Subsequent Events (Details)

Subsequent Events (Details) - Board of Directors Chairman [Member] - Subsequent Event [Member]	Oct. 04, 2019
Subsequent Events (Textual)
Company's common stock outstanding in percentge	64.27%
Description of reverse stocksplit	(1) effect a reverse stock split of our issued and outstanding Common Stock at a ratio between one-for-twenty and one-for-thirty five, with such final ratio to be determined at the sole discretion of the Board (or its designee or designees) and with such to be effected at such time and date, if at all, as determined by the Board in its sole discretion (provided that it is by October 4, 2020) and (2) indemnify the directors, officers, employees or other agents of the Company to the fullest extent permitted by the Delaware General Corporation Law.