Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Mar. 27, 2018 | Jun. 30, 2017 | |
Document And Entity Information | |||
Entity Registrant Name | ECO TEK 360 INC | ||
Entity Central Index Key | 1,338,929 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2017 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Is Entity a Well-known Seasoned Issuer? | No | ||
Is Entity a Voluntary Filer? | No | ||
Is Entity's Reporting Status Current? | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $ 1,307,000 | ||
Entity Common Stock, Shares Outstanding | 19,171,427 | ||
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 | $ 36,208 | |
Prepaid interest and deposits | 35,333 | 21,622 |
Loan and interest receivable - related party | 5,537 | |
Assets Current | 40,870 | 57,830 |
Property and equipment | 1,493 | 1,873 |
Total Assets | 42,363 | 59,703 |
Current liabilities: | ||
Accounts payable and accrued liabilities | 282,820 | 338,520 |
Accrued compensation | 476,250 | 413,250 |
Unsecured notes and accrued interest payable | 172,050 | 149,539 |
Convertible notes and accrued interest - related party | 59,500 | 55,500 |
Advances from related party | 125,238 | 39,048 |
Related party loans and accrued interest | 223,880 | 289,741 |
Current liabilities from discontinued operations | 84,281 | 84,281 |
Total Current Liabilities | 1,424,019 | 1,369,879 |
Commitments and contingencies | ||
Stockholders' deficit | ||
Preferred stock, Class B, $0.001 par value, 1,000,000 shares authorized, 200,000 shares issued and outstanding as of December 31, 2017 and 2016, respectively | 200 | 200 |
Common stock $0.001 par value, 400,000,000 shares authorized, 18,738,927 and 19,209,161 shares issued and outstanding, 1,761,166 and 871,166 issuable as of December 31, 2017 and December 31, 2016, respectively | 20,500 | 20,080 |
Additional paid-in capital | 29,175,692 | 28,410,437 |
Stock subscription receivable | (10,000) | |
Accumulated deficit | (30,578,048) | (29,730,893) |
Stockholders' deficit | (1,381,656) | (1,310,176) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ 42,363 | $ 59,703 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2017 | Dec. 31, 2016 |
Statement of Financial Position [Abstract] | ||
Preferred Stock, par or stated value | $ 0.001 | $ 0.001 |
Preferred Stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred Stock, shares issued | 200,000 | 200,000 |
Preferred Stock, shares outstanding | 200,000 | 200,000 |
Common Stock, par or stated value | $ 0.001 | $ 0.001 |
Common Stock, shares authorized | 400,000,000 | 400,000,000 |
Common Stock, shares issued | 18,738,927 | 19,209,161 |
Common Stock, shares outstanding | 18,738,927 | 19,209,161 |
Common Stock, shares issuable | 1,761,166 | 871,166 |
Statements of Operations
Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Income Statement [Abstract] | ||
REVENUE | $ 18,750 | |
OPERATING EXPENSES | ||
General and administrative | 295,001 | 844,086 |
Consulting fees share expense | 45,615 | 380,696 |
Stock based compensation | 585,360 | 50,000 |
Gain on extinguishment of debt - related party | (130,859) | |
Total Operating Expenses | 795,117 | 1,274,782 |
LOSS FROM OPERATIONS | (795,117) | (1,256,032) |
OTHER EXPENSE | ||
Interest expense and financing costs | 37,490 | 189,906 |
Interest expense - related parties | 14,548 | 8,841 |
Total other expense | 52,038 | 198,747 |
Loss from continuing operations | (847,155) | (1,454,779) |
Discontinued operations | 635,764 | |
Provision for income taxes | ||
NET LOSS | $ (847,155) | $ (819,015) |
Net loss per share from continuing operations, basic and diluted | $ (0.04) | $ (0.08) |
Net loss per share from discontinued operations, basic and diluted | 0.03 | |
Net loss per share | $ (0.04) | $ (0.04) |
Weighted average common shares outstanding, basic and diluted | 20,161,820 | 18,824,588 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (847,155) | $ (819,015) |
Net income from discontinued operations, net of taxes and minority interest | (635,764) | |
Net loss from continuing operations | (847,155) | (1,454,779) |
Adjustments to reconcile net income (loss) to net cash from operating activities: | ||
Gain on extinguishment of debt - related party | (130,859) | |
Depreciation | 380 | 379 |
Non-cash interest | 21,622 | 178,378 |
Stock based compensation expense | 585,360 | 50,000 |
Expenses paid directly by related party | 164,660 | |
Consulting fees share expense | 45,615 | 380,696 |
Changes in operating assets and liabilities: | ||
Accounts payable and accrued expenses | 7,300 | 592,662 |
Accrued interest | 31,059 | 20,368 |
Prepaid interest and deposits | (833) | |
Net cash used in operating activities | (122,851) | (232,296) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Loans issued – related party | (20,000) | |
Loan repayments-related party | ||
Net cash used in investing activities | (20,000) | |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Advances from related party | 88,300 | |
Proceeds from Related party loans | 160,650 | 284,900 |
Proceeds from unsecured notes | 10,000 | 27,200 |
Repayment of related party advance | (64,007) | (164,885) |
Net cash provided by financing activities | 106,643 | 235,515 |
Net increase (decrease) in cash and cash equivalents | (36,208) | 3,219 |
Cash and cash equivalents - beginning of period | 36,208 | 32,989 |
Cash and cash equivalents - end of period | 36,208 | |
Discontinued activities | ||
Supplemental Cash Flow Disclosures | ||
Cash paid for interest | ||
Cash paid for income taxes | ||
Non-Cash Investing and Financing Activity: | ||
Related party loans converted to equity | 110,200 | |
Common stock issued for reduction of debt, net | 150,000 | |
Increase in prepaid expense from stock issuance | $ 34,500 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders Deficit - USD ($) | Preferred Stock | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Stock Subscription Receivable [Member] | Total |
Beginning Balance, Shares at Dec. 31, 2015 | 200,000 | 18,915,327 | ||||
Beginning Balance, Amount at Dec. 31, 2015 | $ 200 | $ 18,915 | $ 27,630,906 | $ (28,911,878) | $ (1,261,857) | |
Adjustments to correct shares issuable, shares | 10,000 | |||||
Adjustments to correct shares issuable, amount | $ 10 | (10) | ||||
Common stock issued for compensation, shares | 50,000 | |||||
Common stock issued for compensation, amount | $ 50 | 49,950 | 50,000 | |||
Common stock issued for services, shares | 305,000 | |||||
Common stock issued for services, amount | $ 305 | 302,445 | 302,750 | |||
Common stock issued for - loan extension, shares | 200,000 | |||||
Common stock issued for - loan extension, amount | $ 200 | 199,800 | 200,000 | |||
Common stock issued for debt settlement, shares | 600,000 | |||||
Common stock issued for debt settlement, amount | $ 600 | 149,400 | 150,000 | |||
Common stock issued for subscription, amount | $ (10,000) | (10,000) | ||||
Options issued for consulting services | 77,946 | 77,946 | ||||
Net Loss | (819,015) | (819,015) | ||||
Ending Balance, Shares at Dec. 31, 2016 | 200,000 | 20,080,327 | ||||
Ending Balance, Amount at Dec. 31, 2016 | $ 200 | $ 20,080 | 28,410,437 | (29,730,893) | (10,000) | (1,310,176) |
Common stock issued for services, shares | 29,766 | |||||
Common stock issued for services, amount | $ 30 | 8,885 | 8,915 | |||
Common stock issuable for settlment of payables, amount | $ 10 | 2,190 | 2,200 | |||
Common stock issued for debt settlement, shares | 580,000 | |||||
Common stock issued for debt settlement, amount | $ 580 | 109,620 | 110,200 | |||
Common stock issued for subscription, amount | (10,000) | $ 10,000 | ||||
Common stock issuable for consulting services, shares | 310,000 | |||||
Common stock issuable for consulting, amount | $ 310 | 70,890 | 71,200 | |||
Options issued for consulting services | 585,360 | 585,360 | ||||
Common stock - cancelled, shares | (500,000) | |||||
Common stock - cancelled, amount | $ (500) | 500 | ||||
Net Loss | (847,155) | (847,155) | ||||
Ending Balance, Shares at Dec. 31, 2017 | 200,000 | 20,500,093 | ||||
Ending Balance, Amount at Dec. 31, 2017 | $ 200 | $ 20,500 | $ 29,175,692 | $ 30,578,048 | $ (1,381,656) |
Description of Business
Description of Business | 12 Months Ended |
Dec. 31, 2017 | |
Description Of Business | |
Description of Business | NOTE 1 – DESCRIPTION OF BUSINESS During the second quarter, 2014 the Company formed Leading Edge Fashions, LLC of which it controls 51%. Effective December 31, 2014 the Company's Board of Directors determined it was in the best interest of the Company to discontinue the operations of Leading Edge Fashions, LLC. The Company created a new limited liability company, Pure361, LLC ("Pure361") in May 2015 for the purpose of operating the portion of the Company's business that is involved with the collection, rejuvenation and manufacturing of garments and other accessories for the uniform marketplace that serves the hospitality, food service, medical, manufacturing, education, military, transportation and other commercial uniform industries. The Company owns 51% of Pure361. Pure361 entered into a license agreement with Pure System International Ltd. ("Pure"), the minority owner of Pure 361, related to potential future operations in which Pure361 was granted the exclusive license to use certain licensed intellectual property related to the manufacturing of uniforms from recyclable waste. Pure361 has had no operations to date nor did it have assets or liabilities as of December 31, 2017 and 2016, respectively.. The Company created a new wholly owned subsidiary, Progressive Fashions Inc. ("PFI") in February 2016 for the purpose of designing, producing and marketing the EMME® Activewear Collection. On June 5, 2017 the Company and True Beauty, LLC (the company that controls the EMME® trademark) terminated the license agreement. PFI has had no operations to date nor did it have assets or liabilities as of December 31, 2017 and 2016, respectively.. Going Concern The accompanying financial statements have been prepared in accordance with U.S. generally accepted accounting principles, which contemplates continuation of the Company as a going concern. The Company has an accumulated deficit of $30,578,048 and $29,730,893 as of December 31, 2017 and December 31, 2016, respectively, which include net losses of $847,155 and $819,015 for the years ended December 31, 2017, and 2016, respectively. Consequently, the aforementioned items raise substantial doubt about the Company's ability to continue as a going concern within one year after the date that the financial statements are issued. Management plans to raise additional debt or equity and continue to settle obligations by issuing stock. Management plans to continue to raise additional debt and equity until the Company has positive cash flows from an operating company. The Company's ability to continue as a going concern is dependent upon its ability to repay or settle its current indebtedness, generate positive cash flow from an operating company, and/or raise capital through equity and debt financing or other means on desirable terms. If the Company is unable to obtain additional funds when they are required or if the funds cannot be obtained on favorable terms, management may be required to restructure the Company or cease operations. The financial statements do not include any adjustments that might result from the outcome of these uncertainties. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 2 –SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation The accompanying consolidated financial statements include all of the accounts of the Company and its wholly owned subsidiaries, Trident Merchant Group, Inc. and Progressive Fashions Inc., and its majority owned subsidiaries, Leading Edge Fashion, LLC and Pure361, LLC which are 51% owned. All significant intercompany accounts and transactions have been eliminated. As noted above in Note 1, our 51% owned subsidiaries, Pure361 and Leading Edge Fashions, LLC, had no operations, assets or liabilities as of December 31, 2017 or 2016. Because of this, a non-controlling interest is not reflected in these financial statements. Reclassifications Certain amounts in the prior period financial statements have been reclassified to conform to the current period presentation. These reclassifications had no effect on reported consolidated net (loss). Cash and Cash Equivalents Cash and cash equivalents include cash on hand and investments in money market funds. The Company considers all highly-liquid instruments with an original maturity of 90 days or less at the time of purchase to be cash equivalents. Equipment Property and equipment are stated at cost. Costs of replacements and major improvements are capitalized, and maintenance and repairs are charged to operations as incurred. Depreciation expense is provided primarily by the straight-line method over the estimated useful lives of the assets which is seven years. Depreciation expense amounted to $380 and $379 for the years ended December 31, 2017 and 2016, respectively. Prepaid interest and deposits Prepaid interest and deposits consist of prepaid consulting fees, debt discounts, amounts paid for deposits on property, plant and equipment and other prepaid items. Prepaid interest is amortized over the life of the related liability. Revenue Recognition Revenue for the women's fashion division will be recognized at the point-of-sale for retail store sales, net of estimated customer returns. Revenue will be recognized at the completion of a job or service for the consulting division. The Company maintains an allowance for doubtful accounts for its consulting service accounts receivable, which management reviews on a regular basis and believes is sufficient to cover potential credit losses and billing adjustments. Deposits for consulting services are recognized as a sale upon completion of service. Income Taxes Income taxes are accounted for under the asset and liability method as stipulated by ASC 740 "Income Taxes." Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under ASC 740, the effect on deferred tax assets and liabilities or a change in tax rate is recognized in income in the period that includes the enactment date. Deferred tax assets are reduced to estimated amounts to be realized by the use of a valuation allowance. A valuation allowance is applied when in management's view it is more likely than not that such deferred tax asset will be unable to be utilized. The Company adopted certain provisions under ASC Topic 740, which provide interpretative guidance for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. Effective with the Company's adoption of these provisions, interest related to the unrecognized tax benefits is recognized in the financial statements as a component of income taxes. In the unlikely event that an uncertain tax position exists in which the Company could incur income taxes, the Company would evaluate whether there is a probability that the uncertain tax position taken would be sustained upon examination by the taxing authorities. Reserves for uncertain tax positions would be recorded if the Company determined it is probable that a position would not be sustained upon examination or if payment would have to be made to a taxing authority and the amount is reasonably estimated. As of December 31, 2017 and 2016, the Company does not believe it has any uncertain tax positions that would result in the Company having a liability to the taxing authorities. The Company's tax returns are subject to examination by the federal and state tax authorities for the years ended 2006 through 2017. Impairment or Disposal of Long-Lived Assets ASC Topic 360 (formerly FASB issued Statement No. 144), "Accounting for the Impairment or Disposal of Long-Lived Assets" ("FAS 144"), clarifies the accounting for the impairment of long-lived assets and for long-lived assets to be disposed of, including the disposal of business segments and major lines of business. Long-lived assets are reviewed when facts and circumstances indicate that the carrying value of the asset may not be recoverable. When necessary, impaired assets are written down to their estimated fair value based on the best information available. No impairment was necessary as of December 31, 2017, or December 31, 2016. Stock-based Compensation We account for stock-based awards at fair value on the date of grant, and recognize compensation over the service-period that they are expected to vest. We estimate the fair value of stock options and stock purchase warrants using the Black-Scholes option pricing model. The estimated value of the portion of a stock-based award that is ultimately expected to vest, taking into consideration estimated forfeitures, is recognized as expense over the requisite service periods. The model includes subjective input assumptions that can materially affect the fair value estimates. The expected volatility is estimated based on the most recent historical period of time, of other comparative securities, equal to the weighted average life of the options. The estimate of stock awards that will ultimately vest requires judgment, and to the extent that actual forfeitures differ from estimated forfeitures, such differences are accounted for as a cumulative adjustment to compensation expenses and recorded in the period that estimates are revised. Use of Accounting Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant items subject to such estimates and assumptions include the valuation of stock based awards issued. Fair Value FASB ASC 820, Fair Value Measurements and Disclosure ASC 820 requires that assets and liabilities measured at fair value are classified and disclosed in one of the following three categories: Level 1 — Level 2 — Level 3 — The carrying amounts of cash, accrued compensation, accounts payable and other liabilities, accrued interest payable, and short-term portion of notes payable approximate fair value because of the short-term nature of these items. Concentration of Credit Risk The carrying value of short-term financial instruments, including cash, restricted cash, trade accounts receivable, accounts payable, accrued expenses and short-term debt, approximates the fair value of these instruments. These financial instruments generally expose the Company to limited credit risk and have no stated maturities or have short-term maturities and carry interest rates that approximate market. The Company maintains cash balances at financial institutions that are insured by the FDIC. At December 31, 2017, and December 31, 2016, the Company had no amounts in excess of the FDIC limit. New Accounting Pronouncements In January 2018, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2018-01, Land Easement Practical Expedient for Transition to Topic 842, In December 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2016-20, Revenue from Contracts with Customers, |
Capital Stock
Capital Stock | 12 Months Ended |
Dec. 31, 2017 | |
Equity [Abstract] | |
Capital Stock | NOTE 3 – CAPITAL STOCK Preferred Stock The Company has designated a "Class B Convertible Preferred Stock" (the "Class B Preferred"). The number of authorized shares totals 1,000,000 and the par value is $.001 per share. The Class B Preferred shareholders vote together with the common stock as a single class. The holders of Class B Preferred are entitled to receive all notices relating to voting as are required to be given to the holders of the Common Stock. The holders of shares of Class B Preferred shall be entitled to 10,000 votes per share. The Class B Preferred Stock will have the rights to liquidation as all classes of the Common Stock of the Company. The Class B Preferred stockholders are entitled to receive non-cumulative dividends at the rate of 8% per annum, and are accrued daily. The Class B Preferred Stock shall be redeemed by the Corporation for 100% of the original purchase price plus the amount of cash dividends accrued on the earlier of 6 months from the date of issuance, or the date that the Corporation received its funding from any outside source in conjunction with a merger, reverse merger or any change of control. In the event of any liquidation, dissolution or winding up of the Corporation, either voluntary or involuntary, the holders of the Class B Preferred Stock shall be entitled to receive, prior and in preference to any distribution of any assets of the Corporation to the holders of the Common Stock, the amount of $.035 per share plus any and all accrued but unpaid dividends. During the fourth quarter, 2011, 200,000 shares of the Series B Preferred Stock were issued to a related party for reimbursement of $7,500 of legal and accounting fees paid on behalf of the Company. Common Stock As of December 31, 2017 and December 31, 2016, the Company had 18,738,927 and 19,209,161 shares of its $0.001 par value common stock issued and outstanding, respectively. In addition, as of December 31, 2017, and December 31, 2016, the Company had 1,761,166 and 871,166 shares of common stock issuable, respectively. In February 2016, the Company issued 50,000 shares of its common stock at a value of $1.00 per share for $50,000 to a board director for payment of services. In March 2016, the Company issued 250,000 shares of its common stock at a value of $1.00 per share for $250,000 in payment for consulting services. In addition, the Company granted a warrant to the consultant to purchase 250,000 shares of common stock at $0.50 per share exercisable for a period of two years. The fair value of these warrants at the time they were granted was approximately $170,000 and was calculated using the Black-Scholes-Merton model. During the years ended December 31, 2017, and 2016, $0 and $77,946 was expensed, respectively. The following assumptions were used for the warrants granted in March 2016 are as follows: Fair value of common stock at measurement date $ 1.15 Expected term at issuance 2 years Expected average volatility 141.42 % Expected dividend yield — Risk-free interest rate .70 % The following table summarizes information relating to outstanding and exercisable stock warrants as of December 31, 2017: Warrants Outstanding Warrants Exercisable Number of Shares Weighted Average Remaining Contractual life (in years) Weighted Average Exercise Price Number of Shares 250,000 .244 $ 0.50 250,000 In March 2016, the Company issued 50,000 shares of its common stock at a value of $1.00 per share for $50,000 as payment for consulting services. In the year ended December 31, 2016, the Company issued 200,000 shares of its common stock at a value of $1.00 per share, in conjunction with the extension of the maturity date of the $100,000 note. $150,000 was amortized as of September 2016, and $50,000 was amortized for the period ended August 31, 2017. The unamortized portion as of December 31, 2017 and December 31, 2016 was $0 and $21,622, respectively. Amortization expense for the years ended December 31, 2017, and 2016, was $21,622 and $28,378, respectively. In March 2016, the Company issued 884,001 shares of its common stock at approximately $0.25 per share amounting to $250,000 to two individuals for monies received in 2015 from subscription agreements that were entered into with the Company in 2015. 115,100 shares remain issuable related to these subscription agreements as of December 31, 2017. During the year ended December 31, 2017, the Company issued 29,766 common stock valued at $0.30 per share for $8,915 of consulting services. In June 2017, the Company entered into a consulting agreement and agreed to issue 300,000 shares of fully vested common stock valued at $0.23 per share as of the execution date of the agreement. The consulting firm is required to provide services for one year from the date of its agreement with the Company. The total value of the common stock to be issued at $$0.23 per share totaling $69,000 is being amortized over the one year service period. As of December 31, 2017, prepaid consulting expense related to this agreement was $34,500. In February 2018, 150,000 shares of common stock were issued to the consulting firm and 150,000 shares remain issuable as of the date these financial statements. In December 2017, the Company agreed to issue 10,000 shares of fully vested common stock valued at $0.22 per share for $2,200 of consulting services. In January 2018, the 10,000 shares of common stock were issued to the consulting firm. On February 14, 2017, the Chief Technical Officer resigned. On June 8, 2017, the Company authorized the cancellation of 500,000 shares held by the Chief Technical Officer. As of December 31, 2017 the shares were voluntarily returned, and were cancelled by the Company in August 2017. Stock Options In the year ended December 31, 2017 the Company granted 2,650,000 options to consultants, employees and management. One hundred thousand of those options had an exercise price of $.0001, and 250,000 options at an exercise price of $0.01 vested immediately and were valued at the fair value of the Company’s stock at the measurement date less the exercise price. The value of the options was $151,490 and recorded as stock based compensation. The other 2,300,000 of options vested immediately and the fair value of these options were calculated using the Black-Scholes-Merton model. The stock compensation expense related to these options for the year ended December 31, 2017 was $433,870. The following assumptions were used for the options granted in the period ended December 31, 2017 are as follows: At December 31, 2017 Fair values $0.17 - $0.45 Exercise price $0.17-$1.50 Expected term at issuance 2 - 10 years Expected average volatility 75.93% to 85.41% Expected dividend yield — Risk-free interest rate 1.23%– 2.45% A summary of the change in stock purchase options outstanding for the period ended December 31, 2017 is as follows: Average Weighted Weighted Remaining Average Average Contractual Options Exercise Grant Date Life Outstanding Price Fair Value (Years) Balance – December 31, 2016 — — — — Options issued 2,650,000 $ 0.33 $ 0.30 6.26 Options expired — — — — Options exercised — — — — Balance – December 31, 2017 2,650,000 $ 0.33 $ 0.30 6.26 The following table shows information on our vested and unvested options outstanding during the year ended December 31, 2017: Average Weighted Weighted Remaining Average Average Contractual Options Exercise Grant Date Life Outstanding Price Fair Value (Years) Balance – December 31, 2016, unvested — — — — Options issued 2,650,000 $ 0.33 $ 0.30 6.26 Options vested 2,650,000 $ 0.33 $ 0.30 6.26 Options expired — — — — Options exercised — — — — Balance – December 31, 2017, unvested — $ — $ — — As of December 31, 2017, the intrinsic value of 350,000 options was $42,990. |
Notes Payable
Notes Payable | 12 Months Ended |
Dec. 31, 2017 | |
Notes Payable | |
Notes Payable | NOTE 4 – NOTES PAYABLE Unsecured Notes Payable On November 25, 2014, the Company issued an unsecured promissory note to an individual in the amount of $100,000 at 10% interest and due on April 1, 2015. On April 1, 2016 the Company entered into a forbearance agreement. The Company was granted an extension of the note through September 30, 2016 in consideration of 150,000 shares of common stock valued at $150,000 with interest accruing after March 29, 2016 at 12%. The lender was issued an additional 50,000 shares valued at $50,000 to extend the note to August 31, 2017. The note and accrued interest was $134,333 and $122,333 as of December 31, 2017, and December 31, 2016. The initial extension fee was amortized ratably over the extension period of 180 days. The subsequent extension fee is amortized over the period of the extension. During the years ended December 31, 2017, and 2016, the amortization expense on the extension fees were $21,622, and $178,378, respectively. The note remains unpaid as of December 31, 2017, and is currently in default. During the year ended December 31, 2016, the Company received two separate payments of $12,500, totaling $25,000, as secured notes. The notes are non-interest bearing, and have no terms of repayment. The balance of the notes was $25,000 as of December 31, 2017. On December 12, 2016, the Company issued an unsecured promissory note to an investor. The note bears interest at 5% and matured on June 30, 2017. As of December 31, 2016, payments from the investor are $2,200. On January 11, 2017 the investor loaned an additional $5,000 related to the promissory note. The balance of this note plus accrued interest totals $7,557 as of December 31, 2017. The notes are currently unpaid and in default. On March 14, 2017, the Company issued an unsecured promissory note to an investor in the amount of $5,000. The note bears interest at 4% and matures on March 14, 2018. The balance of this note plus interest totals $5,159 as of December 31, 2017. Convertible Notes Payable In August 2015, The Company issued an unsecured promissory note to an investor in the amount of $50,000, convertible to common stock at $1.00 per share. The note bears an interest rate of 8% per annum and matured on August 8, 2016. The note is currently unpaid and in default. The note was also issued with a warrant for this investor to purchase 25,000 shares of common stock at $1.50 for a period of 2 years. The fair value of these warrants was approximately $3,909 as of December 31, 2016 and was calculated using the Black-Scholes-Merton model. The note does not contain a beneficial conversion feature. The balance of this note plus accrued interest totals were $59,500 and $55,500 at December 31, 2017 and December 31, 2016, respectively. |
Discontinued Operations
Discontinued Operations | 12 Months Ended |
Dec. 31, 2017 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | NOTE 5 – DISCONTINUED OPERATIONS During 2014, the Company's Leading Edge Fashions, LLC retail businesses, of which it owned 51%, was classified as discontinued operations. Based on the Company's strategy to allocate resources to its businesses relative to their growth potential and those with the greater right to win in the marketplace, the Company determined that this business did not align with the Company's long-term growth plans. As of December 31, 2017, and December 31, 2016 current liabilities from discontinued operations includes $84,281 accounts payable. In July 2016, a loan payable from discontinued operations was converted to common stock, which resulted in a gain on the extinguishment of debt related to discontinued operations in the amount of $635,764. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 6 – RELATED PARTY TRANSACTIONS During the year ended December 31, 2017, the Company repaid advances from related parties in the amount of $64,007. The President of the Company was owed $125,238 and $39,048 at December 31, 2017 and December 31, 2016, respectively. During 2016, the Company received loans from the CEO and a member of the board of directors totaling $284,900. In the year ended December 31, 2017, the Company received additional loans from these individuals in the amount of $160,650. The loans bear interest at 5% per annum and matured on June 30, 2017 and September 30, 2017. During the year ended December 31, 2017, $241,059 of the notes and interest was converted at approximately $0.19 for 580,000 common shares. The conversion of debt resulted in a gain on extinguishment of debt in the amount of $130,859. The balance of these loans plus accrued interest was $223,880 and $289,741 at December 31, 2017 and December 31, 2016, respectively. These loans are currently unpaid and are in default. In March 2017, the Company loaned a related party $20,000. The loan bears interest at the rate of 5% per annum and has a term of six months. During the year ended December 31, 2017, $14,463 was repaid. As of December 31, 2017, an amount of $5,537 is receivable. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 7 – INCOME TAXES The Company uses the liability method, whereby deferred taxes and liabilities are determined based on the expected future tax consequences of temporary differences between the carrying amounts of assets and liabilities for financial and income tax reporting purposes. The net deferred tax asset generated by the loss carryforward has been fully reserved. The cumulative net operating loss carry-forward is approximately $13,875,000 at December 31, 2017, and will expire in the years 2027 through 2037. At December 31, 2017 and 2016, deferred tax assets consisted of the following: 2017 2016 Allowance for doubtful accounts $ — $ — Accrued expenses — — Current deferred tax asset — — Intangible and fixed assets — — NOL carryforward 4,717,000 4,657,000 Long-term deferred tax asset 4,717,000 4,657,000 Total deferred tax asset 4,717,000 4,657,000 Less valuation allowance (4,717,000 ) (4,657,000 ) Net deferred tax asset $ — $ — The benefit for income taxes differed from the amount computed using the U.S. federal income tax rate of 34% for December 31, 2017 and 2016 as follows: 2017 2016 Income tax benefit (federal and state) $ (262,000 ) $ (278,000 ) Non-deductible items 202,000 146,000 State and other benefits included in valuation — — Change in valuation allowance 60,000 132,000 Income tax benefit — — The utilization of the carryforwards is dependent upon the Company's ability to generate sufficient taxable income during the carryforward period. In addition, utilization of these carryforwards may be limited due to ownership changes as defined in the Internal Revenue Code. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 8 – COMMITMENTS AND CONTINGENCIES On March 15, 2015 the Company entered into a trademark license agreement with True Beauty, LLC which controls the trademark EMME. EMME is a market pioneer and trusted voice of the "Full-Figured" market. Under this licensing agreement the Company has the right to design, produce and market the EMME® Activewear Collection. On April 13, 2016, the agreement was amended regarding the term and minimum royalties. The royalty expense was $38,500 for the year ended December 31, 2017. On June 5, 2017, the Company and True Beauty, LLC, entered into an agreement to terminate the agreement. The Company is scheduled to make twelve repayments totaling of $37,500 to resolve all amounts As of the date of this filing, the Company is a party to three pending litigation matters. The Company does not believe it has any liability nor has it accrued any liability as of December 31, 2017 and 2016 for the following: One matter is entitled Randazzo LLC v. Avani Holdings LLC & Global Fashion Technologies, Inc. This litigation was initiated by the plaintiff in order to evict Avani Holdings LLC from its rented premises in California and to recover unpaid rent. ECTX does not operate out of the premises in question and has never signed any leases or other documents with the plaintiff. A judgment of eviction was entered, but ECTX does not operate out of the premises in question and therefore did not appear in the matter to oppose the judgment of eviction. The plaintiff is also seeking unpaid rent in the amount of $26,595. The second matter is entitled Patricia Witthuhn v. Global Fashion Technologies, Inc. This litigation was initiated by the plaintiff in order to collect wages allegedly due pursuant to her employment with Avani Holdings LLC. The Company never hired Ms. Witthuhn and never acquired Avani Holdings, LLC. Consequently, there is no legitimate cause of action against the Company. However, due to cash flow constraints, the Company is unable to hire outside counsel for this litigation. The amount being sought by the plaintiff is approximately $15,000. The third matter is entitled William Corso v. Global Fashion Technologies, Inc. This litigation was initiated by the plaintiff in order to collect wages allegedly due pursuant to his employment with Avani Holdings LLC. The Company never hired Mr. Corso and never acquired Avani Holdings, LLC. Consequently, there is no legitimate cause of action against the Company. However, due to cash flow constraints, the Company is unable to hire outside counsel for this litigation. The amount being sought by the plaintiff is approximately $40,000. |
Net Loss Per Share
Net Loss Per Share | 12 Months Ended |
Dec. 31, 2017 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | NOTE 9 – NET LOSS PER SHARE Potentially dilutive securities are excluded from the calculation of net loss per share when their effect would be anti-dilutive. For all periods presented in the consolidated financial statements, all potentially dilutive securities have been excluded from the diluted share calculations as they were anti-dilutive as a result of the net losses incurred for the respective periods. Accordingly, basic shares equal diluted shares for all periods presented. Potentially dilutive securities were comprised of the following: December 31, December 31, 2017 2016 Warrants 250,000 275,000 Options 2,650,000 - Convertible notes payable, including accrued interest 59,500 55,500 Contingently issuable shares - - 2,959,500 330,500 |
Summary of Significant Accoun16
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements include all of the accounts of the Company and its wholly owned subsidiaries, Trident Merchant Group, Inc. and Progressive Fashions Inc., and its majority owned subsidiaries, Leading Edge Fashion, LLC and Pure361, LLC which are 51% owned. All significant intercompany accounts and transactions have been eliminated. As noted above in Note 1, our 51% owned subsidiaries, Pure361 and Leading Edge Fashions, LLC, had no operations, assets or liabilities as of December 31, 2017 or 2016. Because of this, a non-controlling interest is not reflected in these financial statements. |
Reclassification | Reclassifications Certain amounts in the prior period financial statements have been reclassified to conform to the current period presentation. These reclassifications had no effect on reported consolidated net (loss). |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents include cash on hand and investments in money market funds. The Company considers all highly-liquid instruments with an original maturity of 90 days or less at the time of purchase to be cash equivalents. |
Equipment | Equipment Property and equipment are stated at cost. Costs of replacements and major improvements are capitalized, and maintenance and repairs are charged to operations as incurred. Depreciation expense is provided primarily by the straight-line method over the estimated useful lives of the assets which is seven years. Depreciation expense amounted to $380 and $379 for the years ended December 31, 2017 and 2016, respectively. |
Prepaid interest and deposits | Prepaid interest and deposits Prepaid interest and deposits consist of prepaid consulting fees, debt discounts, amounts paid for deposits on property, plant and equipment and other prepaid items. Prepaid interest is amortized over the life of the related liability. |
Revenue Recognition | Revenue Recognition Revenue for the women's fashion division will be recognized at the point-of-sale for retail store sales, net of estimated customer returns. Revenue will be recognized at the completion of a job or service for the consulting division. The Company maintains an allowance for doubtful accounts for its consulting service accounts receivable, which management reviews on a regular basis and believes is sufficient to cover potential credit losses and billing adjustments. Deposits for consulting services are recognized as a sale upon completion of service. |
Income taxes | Income Taxes Income taxes are accounted for under the asset and liability method as stipulated by ASC 740 "Income Taxes." Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under ASC 740, the effect on deferred tax assets and liabilities or a change in tax rate is recognized in income in the period that includes the enactment date. Deferred tax assets are reduced to estimated amounts to be realized by the use of a valuation allowance. A valuation allowance is applied when in management's view it is more likely than not that such deferred tax asset will be unable to be utilized. The Company adopted certain provisions under ASC Topic 740, which provide interpretative guidance for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. Effective with the Company's adoption of these provisions, interest related to the unrecognized tax benefits is recognized in the financial statements as a component of income taxes. In the unlikely event that an uncertain tax position exists in which the Company could incur income taxes, the Company would evaluate whether there is a probability that the uncertain tax position taken would be sustained upon examination by the taxing authorities. Reserves for uncertain tax positions would be recorded if the Company determined it is probable that a position would not be sustained upon examination or if payment would have to be made to a taxing authority and the amount is reasonably estimated. As of December 31, 2017 and 2016, the Company does not believe it has any uncertain tax positions that would result in the Company having a liability to the taxing authorities. The Company's tax returns are subject to examination by the federal and state tax authorities for the years ended 2006 through 2017. |
Impairment or Disposal of Long-Lived Assets | Impairment or Disposal of Long-Lived Assets ASC Topic 360 (formerly FASB issued Statement No. 144), "Accounting for the Impairment or Disposal of Long-Lived Assets" ("FAS 144"), clarifies the accounting for the impairment of long-lived assets and for long-lived assets to be disposed of, including the disposal of business segments and major lines of business. Long-lived assets are reviewed when facts and circumstances indicate that the carrying value of the asset may not be recoverable. When necessary, impaired assets are written down to their estimated fair value based on the best information available. No impairment was necessary as of December 31, 2017, or December 31, 2016. |
Stock Based Compensation | Stock-based Compensation We account for stock-based awards at fair value on the date of grant, and recognize compensation over the service-period that they are expected to vest. We estimate the fair value of stock options and stock purchase warrants using the Black-Scholes option pricing model. The estimated value of the portion of a stock-based award that is ultimately expected to vest, taking into consideration estimated forfeitures, is recognized as expense over the requisite service periods. The model includes subjective input assumptions that can materially affect the fair value estimates. The expected volatility is estimated based on the most recent historical period of time, of other comparative securities, equal to the weighted average life of the options. The estimate of stock awards that will ultimately vest requires judgment, and to the extent that actual forfeitures differ from estimated forfeitures, such differences are accounted for as a cumulative adjustment to compensation expenses and recorded in the period that estimates are revised. |
Use of Accounting Estimates | Use of Accounting Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant items subject to such estimates and assumptions include the valuation of stock based awards issued. |
Fair Value | Fair Value FASB ASC 820, Fair Value Measurements and Disclosure ASC 820 requires that assets and liabilities measured at fair value are classified and disclosed in one of the following three categories: Level 1 — Level 2 — Level 3 — The carrying amounts of cash, accrued compensation, accounts payable and other liabilities, accrued interest payable, and short-term portion of notes payable approximate fair value because of the short-term nature of these items. |
Concentration of credit risk | Concentration of Credit Risk The carrying value of short-term financial instruments, including cash, restricted cash, trade accounts receivable, accounts payable, accrued expenses and short-term debt, approximates the fair value of these instruments. These financial instruments generally expose the Company to limited credit risk and have no stated maturities or have short-term maturities and carry interest rates that approximate market. The Company maintains cash balances at financial institutions that are insured by the FDIC. At December 31, 2017, and December 31, 2016, the Company had no amounts in excess of the FDIC limit. |
New Accounting Pronouncements | New Accounting Pronouncements In January 2018, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2018-01, Land Easement Practical Expedient for Transition to Topic 842, In December 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2016-20, Revenue from Contracts with Customers, |
Capital Stock (Tables)
Capital Stock (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Capital Stock Tables | |
Assumptions for warrants | Expected term at issuance 2 years Expected average volatility 141.42 % Expected dividend yield - Risk-free interest rate .70% |
Stock Warrants | Warrants Outstanding Warrants Exercisable Number of Shares Weighted Average Remaining Contractual life (in years) Weighted Average Exercise Price Number of Shares 250,000 .244 $ 0.50 250,000 |
Assuptions for stock options | At December 31, 2017 Fair values $0.17 - $0.45 Exercise price $0.17-$1.50 Expected term at issuance 2 - 10 years Expected average volatility 75.93% to 85.41% Expected dividend yield - Risk-free interest rate 1.23%– 2.45% |
Stock purchase options outstanding | Average Weighted Weighted Remaining Average Average Contractual Options Exercise Grant Date Life Outstanding Price Fair Value (Years) Balance – December 31, 2016 — — — — Options issued 2,650,000 $ 0.33 $ 0.30 6.26 Options expired — — — — Options exercised — — — — Balance – December 31, 2017 2,650,000 $ 0.33 $ 0.30 6.26 |
Vested and unvested options outstandingested and unvested options outstanding | Average Weighted Weighted Remaining Average Average Contractual Options Exercise Grant Date Life Outstanding Price Fair Value (Years) Balance – December 31, 2016, unvested — — — — Options issued 2,650,000 $ 0.33 $ 0.30 6.26 Options vested 2,650,000 $ 0.33 $ 0.30 6.26 Options expired — — — — Options exercised — — — — Balance – December 31, 2017, unvested — $ — $ — — |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Income Taxes Tables | |
Deferred Tax Asset | 2017 2016 Allowance for doubtful accounts $ — $ — Accrued expenses — — Current deferred tax asset — — Intangible and fixed assets — — NOL carryforward 4,717,000 4,657,000 Long-term deferred tax asset 4,717,000 4,657,000 Total deferred tax asset 4,717,000 4,657,000 Less valuation allowance (4,717,000 ) (4,657,000 ) Net deferred tax asset $ — $ — |
Benefit for income taxes | 2017 2016 Income tax benefit (federal and state) $ (262,000 ) $ (278,000 ) Non-deductible items 202,000 146,000 State and other benefits included in valuation — — Change in valuation allowance 60,000 132,000 Income tax benefit — — |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Net Loss Per Share Tables | |
Potentially dilutive securities | December 31, December 31, 2017 2016 Warrants 250,000 275,000 Options 2,650,000 - Convertible notes payable, including accrued interest 59,500 55,500 Contingently issuable shares - - 2,959,500 330,500 |
Description of Business (Detail
Description of Business (Details Narrative) - shares | Dec. 31, 2017 | Dec. 31, 2016 |
Description Of Business Details Narrative | ||
Common Stock, shares authorized | 400,000,000 | 400,000,000 |
Non-controlling interest | 51.00% |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Going Concern Details Narrative | ||
Accumulated deficit | $ (30,578,048) | $ (29,730,893) |
Net loss | $ (847,155) | $ (819,015) |
Summary of Significant Accoun22
Summary of Significant Accounting Policies (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Summary Of Significant Accounting Policies Details | ||
Depreciation | $ 380 | $ 379 |
Capital Stock (Details Narrativ
Capital Stock (Details Narrative 1) - USD ($) | 2 Months Ended | 3 Months Ended | 6 Months Ended | 8 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Feb. 28, 2018 | Feb. 28, 2016 | Mar. 31, 2016 | Jun. 30, 2017 | Aug. 17, 2017 | Sep. 30, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2011 | Sep. 30, 2017 | Mar. 30, 2016 | |
Preferred Stock, par or stated value | $ 0.001 | $ 0.001 | |||||||||
Preferred Stock, shares authorized | 1,000,000 | 1,000,000 | |||||||||
Preferred Stock, shares issued | 200,000 | 200,000 | |||||||||
Preferred Stock, shares outstanding | 200,000 | 200,000 | |||||||||
Class B Preferred Stock Voting Rights | 10,000 votes per share | ||||||||||
Class B Dividend Rate | 8.00% | ||||||||||
Class B Redemption Price per share | $ 0.35 | ||||||||||
Shares cancelled | 500,000 | ||||||||||
Common Stock, par or stated value | $ 0.001 | $ 0.001 | |||||||||
Common Stock, shares issued | 18,738,927 | 19,209,161 | |||||||||
Common Stock, shares outstanding | 18,738,927 | 19,209,161 | |||||||||
Common Stock, shares issuable | 1,761,166 | 871,166 | |||||||||
Common stock issuable for consulting services, amount | $ 2,200 | ||||||||||
Stock and option expense for services | 45,615 | $ 380,696 | |||||||||
Stock option expense | $ 433,870 | ||||||||||
Consulting [Member] | |||||||||||
Class B Preferred stock issue for services, shares | 200,000 | ||||||||||
Class B Preferred stock issue for services, amount | $ 7,500 | ||||||||||
Share Price | $ 1 | ||||||||||
Shares issued for Services | 250,000 | 29,766 | |||||||||
Shares issued for Services, amount | $ 250,000 | $ 8,915 | |||||||||
Common stock issuable for consulting services, shares | 150,000 | 300,000 | 10,000 | ||||||||
Common stock issuable for consulting services, amount | $ 69,000 | $ 2,200 | |||||||||
Share price | $ 0.50 | $ 0.23 | |||||||||
Stock option awards | 250,000 | ||||||||||
Stock option awards, value | $ 170,000 | ||||||||||
Stock option expense | $ 77,946 | ||||||||||
Directors Fee [Member] | |||||||||||
Share Price | $ 1 | ||||||||||
Shares issued for Services | 50,000 | ||||||||||
Shares issued for Services, amount | $ 50,000 | ||||||||||
Share price | $ 1 | ||||||||||
Additional Consulting [Member] | |||||||||||
Shares issued for Services | 50,000 | ||||||||||
Shares issued for Services, amount | $ 50,000 | ||||||||||
Note Payable [Member] | |||||||||||
Shares issued for debt | 200,000 | ||||||||||
Shares issued for debt, amount | $ 100,000 | ||||||||||
Unamortized expense | 0 | 28,378 | $ 21,622 | ||||||||
Amortization expense | $ 50,000 | $ 150,000 | 21,622 | ||||||||
Share price | $ 1 | ||||||||||
Warrant, per share | $ 0.50 | ||||||||||
Common Stock [Member] | |||||||||||
Stock subscriptions, shares outstanding | 115,100 | ||||||||||
Stock subscriptions, shares | $ 884,001 | ||||||||||
Stock subscriptions received | $ 250,000 | ||||||||||
Share Price | $ .25 | ||||||||||
Prepaid Consulting Expense | $ 69,000 | ||||||||||
Share price | $ .22 | $ 1 |
Capital Stock Additional (Detai
Capital Stock Additional (Details Narrative) | 12 Months Ended |
Dec. 31, 2017$ / sharesshares | |
Exepected Life (years) | 2 years |
Fair value of common stock at measurement date | $ 1.15 |
Expected volatility | 141.42% |
Annual Dividend Yield | |
Risk-free Interest | 0.70% |
Warrants Outstanding [Member] | |
Warrants outstanding and exercisable | shares | 250,000 |
Weighted Average Remaining contractual life | 2 months 44 days |
Weighted Average Exercise price | $ 0.50 |
Capital Stock- Stock Options (D
Capital Stock- Stock Options (Details Narrative ) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Number of shares, Otustanding and exercisable | 2,650,000 | |
Number of shares, vested | 2,300,000 | |
Stock option expense | $ 433,870 | |
Expected dividend yield | ||
Minimum [Member] | ||
Fair values | $ 0.17 | |
Exercise price | $ 0.17 | |
Expected term at issuance | 2 years | |
Expected average volatility | 75.93% | |
Risk-free interest rate | 1.23% | |
Maximum [Member] | ||
Fair values | $ 0.45 | |
Exercise price | $ 1.50 | |
Expected term at issuance | 10 years | |
Expected average volatility | 85.41% | |
Risk-free interest rate | 2.45% | |
Stock options #1 [Member] | ||
Number of shares, Otustanding and exercisable | 100,000 | |
Stock option expense | $ 151,490 | |
Exercise price | $ .0001 | |
Stock Options #2 [Member] | ||
Number of shares, Otustanding and exercisable | 250,000 | |
Exercise price | $ .01 |
Capital Stock- Stock Options Ro
Capital Stock- Stock Options Roll Forward (Details Narrative ) | 12 Months Ended |
Dec. 31, 2017USD ($)$ / sharesshares | |
Stock Options Roll Forward | |
Number of shares outstanding, beginning | shares | |
Options issued | shares | 2,650,000 |
Options expired | shares | |
Options exercised | shares | |
Number of shares outstanding, ending | shares | 2,650,000 |
Weighted average excercise price Roll Forward | |
Weighted average exercise price, beginning | |
Weighted average exercise price, issued | 0.33 |
Weighted average exercise price, expired | |
Weighted average exercise price, exercised | |
Weighted average exercise price,ending | 0.33 |
Weighted average grant date fair value Roll Forward | |
Weighted average grant date fair value, beginning | |
Weighted average grant date fair value, issued | 0.30 |
Weighted average grant date fair value, ending | $ 0.30 |
Weighted average remaining contractual life Roll Forward | |
Weighted average contractual life, issued | 6 years 2 months 6 days |
Weighted average contractual life, ending | 6 years 2 months 6 days |
Instrinsic value of options, shares | shares | 350,000 |
Instrinsic value, amount | $ | $ 42,990 |
Notes Payable (Details)
Notes Payable (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Proceeds from unsecured notes | $ 10,000 | $ 27,200 |
Unsecured Notes Payable- November 25,2014 [Member] | ||
Date Issued | Nov. 25, 2014 | |
Note Payable Issued | $ 100,000 | |
Interest Rate | 10.00% | |
Notes Payable | $ 134,333 | 122,333 |
Shares issued for debt | 150,000 | |
Shares issued for debt, amount | $ 150,000 | |
Amortization expense | 21,622 | 178,378 |
Unsecured Notes Payable [Member] | ||
Proceeds from unsecured notes | 12,500 | |
Gross proceeds from unsecured notes | 25,000 | |
Notes Payable | $ 25,000 | |
Investor [Member] | ||
Date Issued | Dec. 12, 2016 | |
Maturity Date | Jun. 30, 2017 | |
Proceeds from unsecured notes | $ 5,000 | |
Interest Rate | 5.00% | |
Monthly Payment | $ 2,200 | |
Notes Payable | $ 7,557 | |
Additional Investor [Member] | ||
Date Issued | Mar. 14, 2017 | |
Maturity Date | Mar. 31, 2018 | |
Note Payable Issued | $ 5,000 | |
Interest Rate | 4.00% | |
Notes Payable | $ 5,149 | |
Convertible notes payable[Member] | ||
Date Issued | Aug. 1, 2015 | |
Maturity Date | Aug. 8, 2016 | |
Note Payable Issued | $ 50,000 | |
Convertible rate, per share | $ 1 | |
Interest Rate | 8.00% | |
Notes Payable | $ 59,500 | $ 55,500 |
Warrant for common shares | 25,000 | |
Warrant, per share | $ 1.50 | |
Fair value of warrants | $ 3,909 |
Discontinued Opeartions - Leadi
Discontinued Opeartions - Leading Edge Fashions, LLC (Details Narrative) | Dec. 31, 2014 |
Business Combinations [Abstract] | |
Ownership | 51.00% |
Discontinued Operations (Detail
Discontinued Operations (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2017 | |
Discontinued Operations and Disposal Groups [Abstract] | ||
Current liabilities from discontinued operations | $ 84,281 | $ 84,281 |
Gain on the extinguishment of debt | $ 635,764 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Advances from related party | $ 125,238 | $ 39,048 |
Related party loans and accrued interest | 223,880 | 289,741 |
Repayment of related party advance | (64,007) | (164,885) |
Related party loans | 88,300 | |
Gain on extinguishment of debt - related party | 130,859 | |
Loan and interest receivable | $ 5,537 | |
Related Party [Member] | ||
Maturity Date | Jun. 30, 2017 | |
Proceeds from Related Party | $ 160,659 | 284,900 |
Interest rate | 5.00% | |
Shares issued for debt | 580,000 | |
Shares issued for debt, amount | $ 241,059 | |
Price per share | $ 0.19 | |
Gain on extinguishment of debt - related party | $ 130,859 | |
Accrued Interest | $ 223,880 | $ 289,741 |
Loan to Related Party[Member] | ||
Date Issued | Mar. 1, 2017 | |
Interest rate | 5.00% | |
Loan to related party | $ 20,000 | |
Reduction of loans receivable, related party for payment of an accrued liability | 14,463 | |
Loan and interest receivable | $ 5,537 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Income Tax Disclosure [Abstract] | |
Net Operating loss carry-forward | $ 13,875,000 |
Expiration | Dec. 31, 2027 |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Asset (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Deferred tax assets | ||
Net operating loss carry forward | $ 4,717,000 | $ 4,657,000 |
Long-term deferred tax asset | 4,717,000 | 4,657,000 |
Total deferred tax asset | 4,717,000 | 4,657,000 |
Valuation allowance | (4,717,000) | (4,657,000) |
Net deferred tax asset |
Income Taxes - Tax Benefit (Det
Income Taxes - Tax Benefit (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Income Taxes - Tax Benefit Details | ||
Income tax benefit (federal and state) | $ (262,000) | $ (278,000) |
Non-deductible items | 202,000 | 146,000 |
State and other benefits included in valuation | ||
Change in valuation allowance | 60,000 | 132,000 |
Provision for income taxes |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) | 12 Months Ended |
Dec. 31, 2017USD ($) | |
Litigation [Member] | |
Date | 3/15/2015 |
Allegations | trademark license agreement with True Beauty, LLC |
Alleged Damages | $ 38,500 |
Settlement | 37,500 |
Settlement outstanding | $ 16,394 |
Pending Litigation #1 [Member] | |
Allegations | unpaid rent |
Alleged Damages | $ 26,595 |
Pending Litigation #2 [Member] | |
Allegations | collect wages |
Alleged Damages | $ 15,000 |
Pending Litigation #3 [Member] | |
Allegations | collect wage |
Alleged Damages | $ 40,000 |
Net Loss Per Share (Details)
Net Loss Per Share (Details) - shares | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Potentially dilutive securities | 2,959,500 | 330,500 |
Warrants [Member] | ||
Potentially dilutive securities | 250,000 | 275,000 |
Stock options #1 [Member] | ||
Potentially dilutive securities | 2,650,000 | |
Convertible notes payable[Member] | ||
Potentially dilutive securities | 59,500 | 55,500 |
Contingently issuable shares[Member] | ||
Potentially dilutive securities |