Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Mar. 28, 2019 | Jun. 30, 2018 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | Jerrick Media Holdings, Inc. | ||
Entity Central Index Key | 0001357671 | ||
Trading Symbol | JMDA | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2018 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2018 | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Ex Transition Period | false | ||
Entity Public Float | $ 5,400,658 | ||
Entity Common Stock, Shares Outstanding | 134,256,350 |
Consolidated Balance Sheet
Consolidated Balance Sheet - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Current Assets | ||
Cash | $ 111,051 | |
Accounts receivable | 6,500 | 1,325 |
Total Current Assets | 6,500 | 112,376 |
Property and equipment, net | 42,443 | 48,056 |
Deferred offering costs | 143,146 | |
Security deposit | 16,836 | 17,000 |
Total Assets | 208,925 | 177,432 |
Current Liabilities | ||
Cash overdraft | 33,573 | |
Accounts payable and accrued liabilities | 1,246,207 | (472,444) |
Demand loan | 10,366 | |
Convertible Notes, net of debt discount and issuance costs | 96,500 | |
Current portion of capital lease payable | 4,732 | |
Note payable - related party, net of debt discount | 1,223,073 | 1,249,000 |
Note payable, net of debt discount and issuance costs | 49,926 | 689,500 |
Line of credit - related party | 130,000 | |
Line of credit | 44,996 | |
Deferred revenue | 9,005 | |
Deferred rent | 7,800 | |
Total Current Liabilities | 2,569,584 | (472,444) |
Non-current Liabilities: | ||
Deferred rent | 6,150 | |
Convertible Notes - related party, net of debt discount | 314 | 1,345,246 |
Convertible Notes, net of debt discount and issuance costs | 123,481 | 2,512,293 |
Total Non-current Liabilities | 129,945 | 3,857,539 |
Total Liabilities | 2,699,529 | (472,444) |
Commitments and contingencies | ||
Stockholders' Deficit | ||
Common stock par value $0.001: 300,000,000 shares authorized; 129,506,802 and 39,520,682 issued and outstanding as of December 31, 2018 and 2017 respectively | 129,507 | 39,521 |
Additional paid in capital | 33,977,295 | 14,387,247 |
Accumulated deficit | (36,545,065) | (21,775,107) |
Less: Treasury stock, 220,000 and 220,000 shares, respectively | (52,341) | (19,007) |
Total Stockholders' Deficit | (2,490,605) | (7,367,307) |
Total Liabilities and Stockholders' Deficit | 208,925 | 177,432 |
Series A Preferred stock | ||
Stockholders' Deficit | ||
Preferred stock value | 31 | |
Total Stockholders' Deficit | 31 | |
Series B Preferred stock | ||
Stockholders' Deficit | ||
Preferred stock value | 8 | |
Total Stockholders' Deficit | $ 8 |
Consolidated Balance Sheet (Par
Consolidated Balance Sheet (Parenthetical) - $ / shares | Dec. 31, 2018 | Dec. 31, 2017 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 300,000,000 | 300,000,000 |
Common stock, shares issued | 129,506,802 | 39,520,682 |
Common stock, shares outstanding | 129,506,802 | 39,520,682 |
Treasury stock, shares | 220,000 | 220,000 |
Series A Preferred stock | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares issued | 0 | 31,581 |
Preferred stock, shares outstanding | 0 | 31,581 |
Series B Preferred stock | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares issued | 0 | 8,063 |
Preferred stock, shares outstanding | 0 | 8,063 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Income Statement [Abstract] | ||
Net revenue | $ 80,898 | $ 95,653 |
Gross margin | 80,898 | 95,653 |
Operating expenses | ||
Compensation | 2,378,664 | 2,742,459 |
Consulting fees | 1,086,557 | 996,522 |
Research and Development | 636,180 | 590,227 |
General and administrative | 1,665,752 | 1,328,773 |
Total operating expenses | 5,767,153 | 5,657,981 |
Loss from operations | (5,686,255) | (5,562,328) |
Other income (expenses) | ||
Interest expense | (923,008) | (477,005) |
Accretion of debt discount and issuance cost | (2,090,286) | (1,828,027) |
Change In derivative liability | (64,346) | |
Settlement of vendor liabilities | 122,886 | 167,905 |
Loss on extinguishment of debt | (3,453,137) | (906,531) |
Gain (loss) on settlement of debt | 16,258 | 2,079 |
Impairment of minority investment | (83,333) | |
Other income (expenses), net | (6,327,287) | (3,189,258) |
Loss before income tax provision | (12,013,542) | (8,751,586) |
Income tax provision | ||
Net loss | (12,013,542) | (8,751,586) |
Deemed dividend | 174,232 | (297,323) |
Inducement expense | 2,016,634 | |
Net loss attributable to common shareholders | $ (14,204,408) | $ (297,323) |
Per-share data | ||
Basic and diluted loss per share | $ (0.21) | |
Weighted average number of common shares outstanding | 68,369,814 | 38,601,987 |
Consolidated Statement of Chang
Consolidated Statement of Changes in Stockholders' Equity - USD ($) | Total | Series A Preferred Stock | Series B Preferred Stock | Series D Preferred stock | Common Stock | Treasury Stock | Additional Paid In Capital | Accumulated Deficit |
Beginning balance at Dec. 31, 2016 | $ (2,908,933) | $ 33 | $ 8 | $ 1 | $ 33,895 | $ 10,075,941 | $ (13,018,811) | |
Beginning balance, shares at Dec. 31, 2016 | 33,314 | 8,063 | 914 | 33,894,582 | ||||
Conversion of series A to common stock | 4,710 | $ (2) | $ 1,146 | 3,566 | ||||
Conversion of series A to common stock, shares | (1,733) | 1,146,307 | ||||||
Conversion of series D to common stock | $ (1) | $ 266 | (265) | |||||
Conversion of series D to common stock, shares | (914) | 266,325 | ||||||
Common stock issued to settle vendor liabilities | 185,827 | $ 1,179 | 184,648 | |||||
Common stock issued to settle vendor liabilities, shares | 1,179,107 | |||||||
Stock based compensation | 1,248,379 | $ 789 | 1,247,590 | |||||
Stock based compensation, shares | 788,395 | |||||||
Stock warrants issued with note payable | 2,487,904 | 2,487,904 | ||||||
Issuance of common stock for prepaid services | 307,427 | $ 1,868 | 305,559 | |||||
Issuance of common stock for prepaid services, shares | 1,867,633 | |||||||
Common stock issued with note payable | 82,682 | $ 378 | 82,304 | |||||
Common stock issued with note payable, shares | 378,333 | |||||||
Purchase of treasury stock | (19,007) | $ (19,007) | ||||||
Purchase of treasury stock, shares | (220,000) | |||||||
Dividends | (4,710) | (4,710) | ||||||
Net loss for the year ended | (8,751,586) | (8,751,586) | ||||||
Ending balance at Dec. 31, 2017 | (7,367,307) | $ 31 | $ 8 | $ 39,521 | $ (19,007) | 14,387,247 | (21,775,107) | |
Ending balance, shares at Dec. 31, 2017 | 31,581 | 8,063 | 39,520,682 | (220,000) | ||||
Common stock issued to settle vendor liabilities | 3,375 | $ 19 | 3,356 | |||||
Common stock issued to settle vendor liabilities, shares | 18,750 | |||||||
Stock based compensation | 547,305 | $ 1,636 | 545,669 | |||||
Stock based compensation, shares | 1,636,981 | |||||||
Stock warrants issued with note payable | 1,660,986 | 1,660,986 | ||||||
Issuance of common stock for prepaid services | 116,300 | $ 610 | 115,690 | |||||
Issuance of common stock for prepaid services, shares | 610,000 | |||||||
Common stock issued with note payable | 77,487 | $ 375 | 77,112 | |||||
Common stock issued with note payable, shares | 375,000 | |||||||
Purchase of treasury stock | (33,334) | $ (33,334) | ||||||
Issuance of common stock and warrants in exchange for Series A and accrued dividend | 2,200,123 | $ (31) | $ 22,250 | 2,177,904 | ||||
Issuance of common stock and warrants in exchange for Series A and accrued dividend, shares | (31,581) | 22,249,750 | ||||||
Issuance of common stock and warrants in exchange for series B and accrued dividend | 469,184 | $ (8) | $ 4,617 | 464,575 | ||||
Issuance of common stock and warrants in exchange for series B and accrued dividend, shares | (8,063) | 4,616,832 | ||||||
Cash received for common stock and warrants | 2,787,462 | $ 11,150 | 2,776,312 | |||||
Cash received for common stock and warrants, shares | 11,149,848 | |||||||
Common stock and warrants issued upon conversion of notes payable | 11,940,763 | $ 45,129 | 11,895,634 | |||||
Common stock and warrants issued upon conversion of notes payable, shares | 45,128,959 | |||||||
Stock issuance cost | (161,403) | $ 4,200 | (165,603) | |||||
Stock issuance cost, shares | 4,200,000 | |||||||
BCF issued with note payable | 38,413 | 38,413 | ||||||
Inducement expense | (2,016,635) | (2,016,635) | ||||||
Dividends | (739,782) | (739,782) | ||||||
Net loss for the year ended | (12,013,542) | (12,013,542) | ||||||
Ending balance at Dec. 31, 2018 | $ (2,490,605) | $ 129,507 | $ (52,341) | $ 33,977,295 | $ (36,545,066) | |||
Ending balance, shares at Dec. 31, 2018 | 129,506,802 | (220,000) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (12,013,542) | $ (8,751,586) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 42,218 | 38,435 |
Accretion of debt discount and issuance cost | 2,090,286 | 1,828,027 |
Share-based compensation | 346,954 | 1,262,377 |
Gain on settlement of vendor liabilities | (122,886) | (167,905) |
Gain on settlement of debt | (16,257) | (2,079) |
Impairment of minority investment | 83,333 | |
Change in fair value of derivative liability | 64,346 | |
Loss on extinguishment of debt | 3,610,049 | 906,531 |
Changes in operating assets and liabilities: | ||
Prepaid expenses | 40,680 | 10,000 |
Accounts receivable | (5,175) | (1,325) |
Security deposit | 164 | 21,445 |
Deferred Revenue | 9,005 | |
Accounts payable and accrued expenses | 1,039,690 | 855,849 |
Deferred Rent | 6,000 | |
Net Cash Used In Operating Activities | (4,972,814) | (3,852,552) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Cash paid for property and equipment | (27,605) | (14,662) |
Net Cash Used In Investing Activities | (27,605) | (14,662) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Cash overdraft | 33,573 | |
Net proceeds from issuance of notes | 791,833 | 1,441,585 |
Repayment of notes | (264,939) | (100,000) |
Proceeds from issuance of demand loan | 50,000 | |
Proceeds from issuance of convertible note | 1,525,154 | 2,201,500 |
Repayment of convertible notes | (226,250) | (477,777) |
Proceeds from issuance of convertible notes - related party | 299,852 | 655,000 |
Proceeds from issuance of note payable - related party | 465,000 | 529,000 |
Repayment of note payable - related party | (205,000) | (145,000) |
Proceeds from issuance of common stock | 2,787,462 | |
Proceeds from issuance of line of credit - related party | 130,000 | |
Repayment of line of credit | (44,996) | (199,574) |
Cash paid to preferred holder | (87,111) | |
Cash paid for debt issuance costs | (166,761) | (211,956) |
Cash paid for stock issuance costs | (35,115) | |
Purchase of treasury stock | (33,334) | (19,007) |
Net Cash Provided By Financing Activities | 4,889,368 | 3,803,771 |
Net Change in Cash | (111,051) | (63,443) |
Cash - Beginning of Year | 111,051 | 174,494 |
Cash - End of Year | 111,051 | |
Cash Paid During the Year for: | ||
Income taxes | ||
Interest | 64,892 | 3,534 |
SUPPLEMENTARY DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Settlement of vendor liabilities | 123,750 | 353,732 |
Debt discount on convertible note | 1,006,753 | |
Debt discount on related party note payable | 198,702 | |
Debt discount on note payable | 483,745 | |
Beneficial conversion feature on convertible notes | 38,413 | |
Accrued dividends | 174,232 | 217,985 |
Warrants issued with debt | 1,133,820 | |
Issuance of common stock for prepaid services | 116,300 | |
Derivative liability ceases to exist | 383,993 | |
Conversion of note payable and interest into convertible notes | 341,442 | 765,656 |
Deferred offering costs | 143,146 | |
Issuance of common stock and warrants in exchange for Series A and accrued dividend | 2,200,123 | |
Issuance of common stock and warrants in exchange for series B and accrued dividend | 469,184 | |
Common stock and warrants issued upon conversion of notes payable | 11,940,763 | |
Conversion of note payable - related party and interest into convertible notes - related party | $ 801,026 |
Organization and Operations
Organization and Operations | 12 Months Ended |
Dec. 31, 2018 | |
Organization and Operations [Abstract] | |
Organization and Operations | Note 1 – Organization and Operations Jerrick Media Holdings, Inc. (“we,” “us,” the “Company,” or “Jerrick Media” or “Jerrick”) (formerly Great Plains Holdings, Inc. or “GTPH”) was incorporated under the laws of the state of Nevada on December 30, 1999 under the name LILM, Inc. The Company changed its name on December 3, 2013 to Great Plains Holdings, Inc. as part of its plan to diversify its business through the acquisition and operation of commercial real estate, including, but not limited to, self-storage facilities, apartment buildings, 55+ senior manufactured home communities, and other income producing properties. Historically, the Company has principally engaged in the manufacture and marketing of the LiL Marc, a plastic boys’ toilet-training device, which we discontinued as of December 31, 2014. On February 5, 2016 (the “Closing Date”), GTPH, GPH Merger Sub, Inc., a Nevada corporation and wholly-owned subsidiary of GTPH (“Merger Sub”), and Jerrick Ventures, Inc., a privately-held Nevada corporation headquartered in New Jersey (“Jerrick”), entered into an Agreement and Plan of Merger (the “Agreement”) pursuant to which the Merger Sub was merged with and into Jerrick, with Jerrick surviving as a wholly-owned subsidiary of GTPH (the “Merger”). GTPH acquired, through a reverse triangular merger, all of the outstanding capital stock of Jerrick in exchange for issuing Jerrick’s shareholders (the “Jerrick Shareholders”), pro-rata, a total of 28,500,000 shares of GTPH’s common stock. GTPH assumed 33,415 shares of Jerrick’s Series A Convertible Preferred Stock (the “Jerrick Series A Preferred”) and 8,064 shares of Series B Convertible Preferred Stock (the “Jerrick Series B Preferred”). In connection with the Merger, on the Closing Date, GTPH and Kent Campbell entered into a Spin-Off Agreement (the “Spin-Off Agreement”), pursuant to which Mr. Campbell purchased from GTPH (i) all of GTPH’s interest in Ashland Holdings, LLC, a Florida limited liability company, and (ii) all of GTPH’s interest in Lil Marc, Inc., a Utah corporation, in exchange for the cancellation of 781,818 shares of GTPH’s Common Stock held by Mr. Campbell. In addition, Mr. Campbell assumed all debts, obligations and liabilities of GTPH, including any existing prior to the Merger, pursuant to the terms and conditions of the Spin-Off Agreement. Upon closing of the Merger on February 5, 2016, the Company changed its business plan to that of Jerrick Media. Effective February 28, 2016, GTPH entered into an Agreement and Plan of Merger (the “Statutory Merger Agreement”) with Jerrick, pursuant to which GTPH became the parent company of Jerrick Ventures, LLC, a wholly-owned operating subsidiary of Jerrick (the “Statutory Merger”) and GTPH changed its name to Jerrick Media Holdings, Inc. to better reflect its new business strategy. Jerrick Media is a technology company focused on the development of digital communities, marketing branded digital content, and e-commerce opportunities. Jerrick’s content distribution platform, Vocal, delivers a robust long-form, digital publishing platform organized into highly engaged niche-communities capable of hosting all forms of rich media content. Through Jerrick’s proprietary algorithm dynamics, Vocal enhances the visibility of content and maximizes viewership, providing advertisers access to target markets that most closely match their interests. |
Significant and Critical Accoun
Significant and Critical Accounting Policies and Practices | 12 Months Ended |
Dec. 31, 2018 | |
Significant and Critical Accounting Policies and Practices [Abstract] | |
Significant and Critical Accounting Policies and Practices | Note 2 – Significant and Critical Accounting Policies and Practices Management of the Company is responsible for the selection and use of appropriate accounting policies and the appropriateness of accounting policies and their application. Critical accounting policies and practices are those that are both most important to the portrayal of the Company’s financial condition and results and require management’s most difficult, subjective, or complex judgments, often as a result of the need to make estimates about the effects of matters that are inherently uncertain. The Company’s significant and critical accounting policies and practices are disclosed below as required by generally accepted accounting principles. Basis of Presentation - Interim Financial Information The Company’s consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”). Use of Estimates and Assumptions and Critical Accounting Estimates and Assumptions The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Critical accounting estimates are estimates for which (a) the nature of the estimate is material due to the levels of subjectivity and judgment necessary to account for highly uncertain matters or the susceptibility of such matters to change and (b) the impact of the estimate on financial condition or operating performance is material. The Company’s critical accounting estimates and assumptions affecting the financial statements were: (i) Assumption as a going concern (ii) Fair value of long-lived assets: (iii) Valuation allowance for deferred tax assets (iv) Estimates and assumptions used in valuation of equity instruments These significant accounting estimates or assumptions bear the risk of change due to the fact that there are uncertainties attached to these estimates or assumptions, and certain estimates or assumptions are difficult to measure or value. Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable in relation to the financial statements taken as a whole under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Management regularly evaluates the key factors and assumptions used to develop the estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such evaluations, if deemed appropriate, those estimates are adjusted accordingly. Actual results could differ from those estimates. Principles of consolidation The Company consolidates all majority-owned subsidiaries, if any, in which the parent’s power to control exists. As of December 31, 2018, the Company’s consolidated subsidiaries and/or entities are as follows: Name of combined affiliate State or other jurisdiction of incorporation or organization Company interest Jerrick Ventures LLC The State of Delaware 100% Jerrick Australia Pty Ltd Australia 100% All inter-company balances and transactions have been eliminated. Jerrick Australia Pty Ltd does not have any operations. Fair Value of Financial Instruments The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in U.S. GAAP and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below: Level 1 Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. Level 2 Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 3 Pricing inputs that are generally observable inputs and not corroborated by market data. Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument. The carrying amount of the Company’s financial assets and liabilities, such as cash, prepaid expenses, accounts payable and accrued liabilities and accrued liquidating damages approximate their fair value because of the short maturity of those instruments. Transactions involving related parties cannot be presumed to be carried out on an arm’s-length basis, as the requisite conditions of competitive, free-market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm’s-length transactions unless such representations can be substantiated. Cash Equivalents The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. The Company minimizes its credit risk associated with cash by periodically evaluating the credit quality of its primary financial institution. The balance at times may exceed federally insured limits. Property and Equipment Property and equipment are recorded at cost. Expenditures for major additions and betterments are capitalized. Maintenance and repairs are charged to operations as incurred. Depreciation is computed by the straight-line method (after taking into account their respective estimated residual values) over the estimated useful lives of the respective assets as follows: Estimated Useful Life (Years) Computer equipment and software 3 Furniture and fixture 5 Leasehold improvements 5 Upon sale or retirement of property and equipment, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in the consolidated statements of operations. Investments - Cost Method, Equity Method and Joint Venture In accordance with sub-topic 323-10 of the FASB ASC (“Sub-topic 323-10”), the Company accounts for investments in common stock of an investee for which the Company has significant influence in the operating or financial policies even though the Company holds 50% or less of the common stock or in-substance common stock. On January 2, 2013, the Company purchased a minority interest in a business for proceeds of $83,333. The interest was accounted for under the cost method. The Company tests the carrying value annually for impairment. The company recorded an impairment of minority investment of $83,333 during the year ended December 31, 2017. Commitments and Contingencies The Company follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies. Certain conditions may exist as of the date the consolidated financial statements are issued, which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or un-asserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or un-asserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein. If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s consolidated financial statements. If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed. Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Derivative Liability The Company evaluates its debt and equity issuances to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for in accordance with paragraph 815-10-05-4 and Section 815-40-25 of the FASB Accounting Standards Codification. The result of this accounting treatment is that the fair value of the embedded derivative is marked-to-market each balance sheet date and recorded as either an asset or a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the consolidated statement of operations as other income or expense. Upon conversion, exercise or cancellation of a derivative instrument, the instrument is marked to fair value at the date of conversion, exercise or cancellation and then the related fair value is reclassified to equity. In circumstances where the embedded conversion option in a convertible instrument is required to be bifurcated and there are also other embedded derivative instruments in the convertible instrument that are required to be bifurcated, the bifurcated derivative instruments are accounted for as a single, compound derivative instrument. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. Equity instruments that are initially classified as equity that become subject to reclassification are reclassified to liability at the fair value of the instrument on the reclassification date. Derivative instrument liabilities will be classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument is expected within 12 months of the balance sheet date. The Company adopted Section 815-40-15 of the FASB Accounting Standards Codification (“Section 815-40-15”) to determine whether an instrument (or an embedded feature) is indexed to the Company’s own stock. Section 815-40-15 provides that an entity should use a two-step approach to evaluate whether an equity-linked financial instrument (or embedded feature) is indexed to its own stock, including evaluating the instrument’s contingent exercise and settlement provisions. The Company changed its method of accounting for the debt and warrants through the early adoption of ASU 2017-11 during the year ended December 31, 2017 on a retrospective basis. The Company utilizes an option pricing model to compute the fair value of the derivative and to mark to market the fair value of the derivative at each balance sheet date. The Company records the change in the fair value of the derivative as other income or expense in the condensed consolidated statements of operations. Revenue Recognition On January 1, 2018, we adopted Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (Topic 606), which supersedes the revenue recognition requirements in Accounting Standards Codification (ASC) Topic 605, Revenue Recognition (Topic 605), using the modified retrospective transition method applied to those contracts which were not completed as of January 1, 2018. Results for reporting periods beginning after January 1, 2018 are presented under Topic 606, while prior period amounts have not been adjusted and continue to be reported in accordance with our historic accounting under Topic 605. The impact of adopting the new revenue standard was not material to our condensed consolidated financial statements and there was no adjustment to beginning retained earnings on January 1, 2018. Under Topic 606, revenue is recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. We determine revenue recognition through the following steps: ● identification of the contract, or contracts, with a customer; ● identification of the performance obligations in the contract; ● determination of the transaction price; ● allocation of the transaction price to the performance obligations in the contract; and ● recognition of revenue when, or as, we satisfy a performance obligation. Revenue disaggregated by revenue source for the years ended December 31, 2018 and 2017 consists of the following: Year Ended December 31, 2018 2017 Branded content $ 60,485 14,190 Affiliate sales 11,553 10,016 Other revenue 8,860 71,447 $ 80,898 $ 95,653 Branded Content Branded content represents the revenue recognized from the Company’s obligation to create and publish branded articles for the Client on the Vocal platform and promote said stories, tracking engagement for the Client. The performance obligation is satisfied when the Company successfully publishes the articles on its platform and meets any required promotional milestones as per the contract. The revenue is recognized over time as the services are performed. Below are the significant components of a typical agreement pertaining to branded content revenue: ● The Company will collect fixed fees ranging from $1,000 to $15,000 ● The articles are created and published within three months of the signed agreement, or as previously negotiated with the Client ● The articles are promoted per the contract and engagement reports are provided to the Client ● The Client pays 50% at signing and 50% upon completion ● Most contracts include provisions for Clients to acquire content rights at the end of the campaign for a flat fee Affiliate sales Affiliate sales represents the commission the Company receives when a purchase is made through affiliate links placed within content hosted on the Vocal platform. Affiliate revenue is earned on a "click through" basis, upon referring visitors, via said links, to an affiliate's site and having them complete a specific outcome, most commonly a product purchase. The Company uses multiple affiliate platforms, such as Skimlinks, to form and maintain thousands of vendor relationships. Each vendor establishes their own commission percentage, which typically range from 2-20%. The revenue is recognized upon receipt as reliable estimates could not be made. Deferred Revenue Deferred revenue consists of billings and payments from clients in advance of revenue recognition. As of December 31, 2018, the Company had deferred revenue of $9,005. The Company will typically record this as revenue within the next three months as the performance obligations are met. Accounts Receivable and Allowances Accounts receivable are recorded and carried when the Company uploads the articles and reaches the required number of views on the platform. We make estimates for the allowance for doubtful accounts and allowance for unbilled receivables based upon our assessment of various factors, including historical experience, the age of the accounts receivable balances, credit quality of our customers, current economic conditions, and other factors that may affect our ability to collect from customers. The Company did not record an allowance during the years ended December 31, 2018 and 2017. Stock-Based Compensation The Company recognizes compensation expense for all equity–based payments granted to employees in accordance with ASC 718 “Compensation – Stock Compensation”. Restricted stock awards are granted at the discretion of the Company. These awards are restricted as to the transfer of ownership and generally vest over the requisite service periods, typically over a five-year period (vesting on a straight–line basis). The fair value of a stock award is equal to the fair market value of a share of Company stock on the grant date. The fair value of an option award is estimated on the date of grant using the Black–Scholes option valuation model. The Black–Scholes option valuation model requires the development of assumptions that are inputs into the model. These assumptions are the value of the underlying share, the expected stock volatility, the risk–free interest rate, the expected life of the option, the dividend yield on the underlying stock and the expected forfeiture rate. Expected volatility is benchmarked against similar companies in a similar industry over the expected option life and other appropriate factors. Risk–free interest rates are calculated based on continuously compounded risk–free rates for the appropriate term. The dividend yield is assumed to be zero as the Company has never paid or declared any cash dividends on its Common stock and does not intend to pay dividends on its Common stock in the foreseeable future. The expected forfeiture rate is estimated based on management’s best estimate. Determining the appropriate fair value model and calculating the fair value of equity–based payment awards requires the input of the subjective assumptions described above. The assumptions used in calculating the fair value of equity–based payment awards represent management’s best estimates, which involve inherent uncertainties and the application of management’s judgment. As a result, if factors change and the Company uses different assumptions, our equity–based compensation could be materially different in the future. In addition, the Company is required to estimate the expected forfeiture rate and recognize expense only for those shares expected to vest. If the Company’s actual forfeiture rate is materially different from its estimate, the equity–based compensation could be significantly different from what the Company has recorded in the current period. The Company accounts for share–based payments granted to non–employees in accordance with ASC 505-40, “Equity Based Payments to Non–Employees”. The Company determines the fair value of the stock–based payment as either the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. If the fair value of the equity instruments issued is used, it is measured using the stock price and other measurement assumptions as of the earlier of either (1) the date at which a commitment for performance by the counterparty to earn the equity instruments is reached, or (2) the date at which the counterparty’s performance is complete. The fair value of the equity instruments is re-measured each reporting period over the requisite service period. Income Taxes Income taxes are provided in accordance with ASC No. 740, “ Accounting for Income Taxes Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. Management makes judgments as to the interpretation of the tax laws that might be challenged upon an audit and cause changes to previous estimates of tax liability. In addition, the Company operates within multiple taxing jurisdictions and is subject to audit in these jurisdictions. In management’s opinion, adequate provisions for income taxes have been made for all years. If actual taxable income by tax jurisdiction varies from estimates, additional allowances or reversals of reserves may be necessary. Loss Per Share Basic net loss per common share is computed by dividing net loss attributable to common stockholders by the weighted-average number of common shares outstanding during the period. Diluted net loss per common share is determined using the weighted-average number of common shares outstanding during the period, adjusted for the dilutive effect of common stock equivalents. In periods when losses are reported, which is the case for the year ended December 31, 2018 and 2017 presented in these consolidated financial statements, the weighted-average number of common shares outstanding excludes common stock equivalents because their inclusion would be anti-dilutive. The Company had the following common stock equivalents at December 31, 2018 and 2017: December 31, December 31, Series A Preferred stock - 192,567 Series B Preferred stock - 40,929 Options 17,649,990 17,749,990 Warrants 110,859,062 46,193,779 Convertible notes - related party 2,889 7,080,128 Convertible notes 839,764 17,749,990 Totals 129,351,705 88,773,887 Reclassifications Certain prior year amounts in the consolidated financial statements and the notes thereto have been reclassified where necessary to conform to the current year presentation. These reclassifications did not affect the prior period total assets, total liabilities, stockholders’ deficit, net loss or net cash used in operating activities. Recently Adopted Accounting Guidance In April 2016, the FASB issued ASU No. 2016-09, “Compensation – Stock Compensation” (topic 718). The FASB issued this update to improve the accounting for employee share-based payments and affect all organizations that issue share-based payment awards to their employees. Several aspects of the accounting for share-based payment award transactions are simplified, including: (a) income tax consequences; (b) classification of awards as either equity or liabilities; and (c) classification on the statement of cash flows. The updated guidance is effective for annual periods beginning after December 15, 2016, including interim periods within those fiscal years. Early adoption of the update is permitted. The adoption of ASU 2016-09 did not have a material effect on its financial position or results of operations or cash flows. In April 2016, the FASB issued ASU No. 2016-10, “Revenue from Contracts with Customers: Identifying Performance Obligations and Licensing” (topic 606). In March 2016, the FASB issued ASU No. 2016-08, “Revenue from Contracts with Customers: Principal versus Agent Considerations (Reporting Revenue Gross versus Net)” (topic 606). These amendments provide additional clarification and implementation guidance on the previously issued ASU 2014-09, “Revenue from Contracts with Customers”. The amendments in ASU 2016-10 provide clarifying guidance on materiality of performance obligations; evaluating distinct performance obligations; treatment of shipping and handling costs; and determining whether an entity’s promise to grant a license provides a customer with either a right to use an entity’s intellectual property or a right to access an entity’s intellectual property. The amendments in ASU 2016-08 clarify how an entity should identify the specified good or service for the principal versus agent evaluation and how it should apply the control principle to certain types of arrangements. The adoption of ASU 2016-10 and ASU 2016-08 is to coincide with an entity’s adoption of ASU 2014-09, which we adopted for interim and annual reporting periods beginning after December 15, 2017. The adoption of ASU 2016-10 did not have a material effect on its financial position or results of operations or cash flows. In May 2016, the FASB issued ASU No. 2016-12, “Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients”, which narrowly amended the revenue recognition guidance regarding collectability, noncash consideration, presentation of sales tax and transition and is effective during the same period as ASU 2014-09. The adoption of ASU 2016-12 did not have a material effect on its financial position or results of operations or cash flows. In August 2016, the FASB issued ASU 2016-15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments” (“ASU 2016-15”). ASU 2016-15 will make eight targeted changes to how cash receipts and cash payments are presented and classified in the statement of cash flows. ASU 2016-15 is effective for fiscal years beginning after December 15, 2017. The new standard will require adoption on a retrospective basis unless it is impracticable to apply, in which case it would be required to apply the amendments prospectively as of the earliest date practicable. The adoption of ASU 2016-15 did not have a material effect on its financial position or results of operations or cash flows. In November 2016, the FASB issued ASU 2016-18, “Statement of Cash Flows (Topic 230)”, requiring that the statement of cash flows explain the change in the total cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. This guidance is effective for fiscal years, and interim reporting periods therein, beginning after December 15, 2017 with early adoption permitted. The provisions of this guidance are to be applied using a retrospective approach which requires application of the guidance for all periods presented. The adoption of ASU 2016-18 did not have a material effect on its financial position or results of operations or cash flows. In July 2017, the FASB issued ASU 2017-11, “Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480) and Derivatives and Hedging (Topic 815): I. Accounting for Certain Financial Instruments with Down Round Features; II. Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception”. Part I of this update addresses the complexity of accounting for certain financial instruments with down round features. Down round features are features of certain equity-linked instruments (or embedded features) that result in the strike price being reduced on the basis of the pricing of future equity offerings. Current accounting guidance creates cost and complexity for entities that issue financial instruments (such as warrants and convertible instruments) with down round features that require fair value measurement of the entire instrument or conversion option. Part II of this update addresses the difficulty of navigating Topic 480, Distinguishing Liabilities from Equity, because of the existence of extensive pending content in the FASB Accounting Standards Codification. This pending content is the result of the indefinite deferral of accounting requirements about mandatorily redeemable financial instruments of certain nonpublic entities and certain mandatorily redeemable noncontrolling interests. The amendments in Part II of this update do not have an accounting effect. This ASU is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018. The Company early adopted the ASU 2017-11 in the year ending December 31, 2017. In May 2017, the FASB issued ASU 2017-09, “Compensation—Stock Compensation (Topic 718): Scope of Modification Accounting,” which provides guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718. The adoption of ASU 2017-09 did not have a material effect on its financial position or results of operations or cash flows. Recent Accounting Guidance Not Yet Adopted In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842).” Under ASU 2016-02, lessees will, among other things, require lessees to recognize a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis; and a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. ASU 2016-02 does not significantly change lease accounting requirements applicable to lessors; however, certain changes were made to align, where necessary, lessor accounting with the lessee accounting model and ASC Topic 606, “Revenue from Contracts with Customers.” ASU 2016-02 will be effective for us on January 1, 2019 and initially required transition using a modified retrospective approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. In July 2018, the FASB issued ASU 2018-11 , “Leases (Topic 842) - Targeted Improvements,” which, among other things, provides an additional transition method that would allow entities to not apply the guidance in ASU 2016-02 in the comparative periods presented in the financial statements and instead recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. In December 2018, the FASB also issued ASU 2018-20, “Leases (Topic 842) - Narrow-Scope Improvements for Lessors,” which provides for certain policy elections and changes lessor accounting for sales and similar taxes and certain lessor costs. As of January 1, 2019, the Company adopted ASU 2016-02 and has recorded a right-of-use asset and lease liability on the balance sheet for its operating leases. We elected to apply certain practical expedients provided under ASU 2016-02 whereby we will not reassess(i) whether any expired or existing contracts are or contain leases, (ii) the lease classification for any expired or existing leases and (iii) initial direct costs for any existing leases. We also do not expect to apply the recognition requirements of ASU 2016-02 to any short-term leases (as defined by related accounting guidance). We expect to account for lease and non-lease components separately because such amounts are readily determinable under our lease contracts and because we expect this election will result in a lower impact on our balance sheet. In October 2016, the FASB issued ASU 2016-16, “Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other than Inventory”, which eliminates the exception that prohibits the recognition of current and deferred income tax effects for intra-entity transfers of assets other than inventory until the asset has been sold to an outside party. The updated guidance is effective for annual periods beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption of the update is permitted. The Company is currently evaluating the impact of the new standard. Management does not believe that any recently issued, but not yet effective accounting pronouncements, when adopted, will have a material effect on the accompanying consolidated financial statements. |
Going Concern
Going Concern | 12 Months Ended |
Dec. 31, 2018 | |
Going Concern [Abstract] | |
Going Concern | Note 3 – Going Concern The Company’s consolidated financial statements have been prepared assuming that it will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business. As reflected in the consolidated financial statements, the Company had an accumulated deficit at December 31, 2018, a net loss and net cash used in operating activities for the reporting period then ended. These factors raise substantial doubt about the Company’s ability to continue as a going concern for a period of one year from the issuance of these financial statements, or April 1, 2020. The Company is attempting to further implement its business plan and generate sufficient revenues; however, its cash position may not be sufficient to support its daily operations. While the Company believes in the viability of its strategy to further implement its business plan and generate sufficient revenues and in its ability to raise additional funds by way of a public or private offering of its debt or equity securities, there can be no assurance to that effect. The ability of the Company to continue as a going concern is dependent upon its ability to further implement its business plan and generate sufficient revenues and its ability to raise additional funds by way of a public or private offering. The consolidated financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2018 | |
Property and Equipment [Abstract] | |
Property and Equipment | Note 4 – Property and Equipment Property and equipment stated at cost, less accumulated depreciation and amortization, consisted of the following: December 31, 2018 December 31, Computer Equipment $ 223,574 $ 234,315 Furniture and Fixtures 61,803 61,803 Leasehold Improvements 25,446 - 310,823 296,118 Less: Accumulated Depreciation (268,380 ) (248,062 ) $ 42,443 $ 48,056 Depreciation expense was $42,218 and $38,435 for the year ended December 31, 2018 and 2017, respectively. |
Line of Credit
Line of Credit | 12 Months Ended |
Dec. 31, 2018 | |
Line of Credit/Notes Payable/Convertible Note Payable [Abstract] | |
Line of Credit | Note 5 – Line of Credit Line of credit as of December 31, 2018 and 2017 is as follows: Outstanding Balances as of December 31, 2018 December 31, 2017 Revolving Note - 44,996 $ - $ 44,996 On March 19, 2009, Astoria Surgical Supplies North LLC signed a revolving note (the “Revolving Note”) at PNC Bank (the “Bank”). The outstanding balance of this Revolving Note is limited to $200,000 and expired March 19, 2010. The outstanding balance accrues interest at a variable rate. The interest rate is subject to change based on changes in an independent index which is the highest Prime Rate as published in the “Money Rates” section of the Wall Street Journal. The Company had been in payment default since March 19, 2010; however, on May 3, 2017, the Company agreed to pay back the line of credit by December 1, 2017. On March 23, 2018 the Company sent the final payment for the Revolving Note and the Revolving Note was fully satisfied. The balance outstanding on the Revolving Note at December 31, 2018 and 2017 was $0 and $44,996, respectively. |
Notes Payable
Notes Payable | 12 Months Ended |
Dec. 31, 2018 | |
Line of Credit/Notes Payable/Convertible Note Payable [Abstract] | |
Notes Payable | Note 6 – Notes Payable Notes payable as of December 31, 2018 and 2017 is as follows: Outstanding Principal as of Warrants December 31, December 31, Interest Rate Maturity Date Quantity Exercise The February 2017 Offering $ - $ 400,000 12 % September 1, 2017 2,450,000 $ 0.20 The June 2017 Loan Agreement - 50,000 12 % September 1, 2017 35,000 0.20 The First November 2017 Loan Agreement - 100,000 15 % January 12, 2018 - - The Second November 2017 Loan Agreement - 50,000 15 % January 13, 2018 - - The Third November 2017 Loan Agreement - 100,000 15 % January 13, 2018 - - July 2018 Loan Agreement 50,000 - 6 % August 2018 300,000 - 50,000 700,000 Less: Debt Discount - (10,500 ) Less: Debt Issuance Costs (74 ) - $ 49,926 $ 689,500 Private Placement Offerings: The February 2017 Offering From February 24, 2017 through March 17, 2017, the Company conducted multiple closings of a private placement offering (the “February 2017 Offering”) of the Company’s securities by entering into subscription agreements (the “Subscription Agreements”) with accredited investors (the “Accredited Investors”) for aggregate gross proceeds of $916,585 for which the Accredited Investors received $975,511 in principal value of secured promissory notes with an original issue discount of six percent (6%) (the “February 2017 Offering Notes”) and warrants to purchase the Company’s common stock (the “February 2017 Offering Warrants”). The February 2017 Offering Notes are convertible into shares of the Company’s common stock at the time of Company’s next round of financing (the “Subsequent Offering”) at a price equal to eighty-five percent (85%) of the price per share offered in the Subsequent Offering (the “Conversion Price”). The February 2017 Offering Warrants have a five-year term. Investors received the February 2017 Offering Warrants in the following amounts: (i) Investors purchasing $150,000 or more of the Offering received a February 2017 Offering Warrant equal to one hundred thirty percent (130%) of the dollar amount invested in the Offering; (ii) investors purchasing at least $100,000 but less than $150,000 of the February 2017 Offering received a February 2017 Offering Warrant equal to one hundred percent (100%) of the dollar amount invested in the Offering; and (iii) investors purchasing less than $100,000 of the Offering received to a February 2017 Offering Warrant equal to seventy percent (70%) of the dollar amount invested in the Offering. The February 2017 Offering Warrants entitle the holder to purchase shares of the Company’s common stock at $0.20 per share (the “Exercise Price”) . The Conversion Price and the Exercise Price are subject to adjustments for issuances of (i) the Company’s common stock, (ii) any equity linked instruments or (iii) securities convertible into the Company’s common stock, at a purchase price of less than the prevailing Conversion Price or Exercise Price. Such adjustments shall result in the Conversion Price or Exercise Price being reduced to such lower purchase price, as described in the February 2017 Offering Notes and the February 2017 Offering Warrants. Pursuant to the Subscription Agreements, the February 2017 Offering Notes matured on September 1, 2017 (the “February 2017 Offering Maturity Date”). Prior to the February 2017 Offering Maturity Date, investors representing $575,511 in principal value converted their February 2017 Offering Notes into two year, 15% secured convertible promissory notes offered by the Company (the “August 2017 Convertible Note Offering”). The remaining investors representing an aggregate $400,000 in principal of the February 2017 Offering Notes agreed to forbear their right to declare an event of default until December 15, 2017 during which time they retain the right to convert their principal and any accrued but unpaid interest into the August 2017 Convertible Note Offering. In consideration of the forbearance for which the investors will receive a warrant to purchase up to fifteen percent (15%) of the shares of common stock underlying the warrant acquired with the purchase of the February 2017 Offering Notes at a purchase price of $0.20 per share, and the interest on their note would be increased to eighteen percent (18%) from September 1, 2017 through December 15, 2017 or the conversion date, whichever is sooner. During the year ended December 31, 2018, the Company entered into three forbearance agreement whereby the Company issued the remaining investors of The February 2017 Offering five-year warrants to purchase 500,000 shares of the Company’s common stock at a purchase price of $0.20 per share. These warrants had a fair value of $ 70,219 which was recorded to loss on extinguishment of debt. The new maturity date of the February 2017 Loan Agreements were from July to September of 2018. During the year ended December 31, 2018 the Company has repaid $131,606 of principal and $45,931 of unpaid interest. In addition, during the year ended December 31, 2018, the Company converted $268,394 of principal and $21,620 of unpaid interest into 1,444,867 shares of common stock. Upon conversion of the notes, the Company also issued 722,434 warrants with a grant date fair value of $104,124 which is recorded in Other income (expense) on the accompanying consolidated statement of operations. The June 2017 Loan Agreement On June 12, 2017, the Company entered into a loan agreement (the “June 2017 Loan Agreement”) with an individual (the “June 2017 Lender”) whereby the June 2017 Lender issued the Company a promissory note of $50,000 (the “June 2017 Note”). Pursuant to the June 2017 Loan Agreement, the June 2017 Note bears interest at a rate of 10% per annum. As additional consideration for entering in the June 2017 Loan Agreement, the Company issued the June 2017 Lender a five-year warrant to purchase 35,000 shares of the Company’s common stock with an exercise price of $0.20 per share. The maturity date of the June 2017 Note was September 1, 2017 (the “June 2017 Maturity Date”) at which time all outstanding principal, accrued and unpaid interest and other amounts due under the June 2017 Note were due. During the year ended December 31, 2018 the Company repaid $50,000 principal and the debtor forgave the interest of $4,424, which was recorded as a gain on forgiveness of debt on the accompanying consolidated statement of operations. The July 2017 Loan Agreement On July 21, 2017, the Company entered into a loan agreement (the “July 2017 Loan Agreement”) with an individual (the “July 2017 Lender”), the July 2017 Lender issued the Company a promissory note of $100,000 (the “July 2017 Note”). Pursuant to the July 2017 Loan Agreement, the July 2017 Note bears interest at a rate of 10% per annum. As additional consideration for entering in the July 2017 Loan Agreement, the Company issued the July 2017 Lender a five-year warrant to purchase 100,000 shares of the Company’s common stock with an exercise price of $0.20 per share. The maturity date of the July 2017 Note was April 21, 2017 (the “July 2017 Maturity Date”) at which time all outstanding principal, accrued and unpaid interest and other amounts due under the July 2017 Note were due. On September 28, 2017, the July 2017 Note and accrued but unpaid interest was converted into the Company’s August 2017 Convertible Note Offering. The First November 2017 Loan Agreement On November 28, 2017, the Company entered into a loan agreement (the “First November 2017 Loan Agreement”) with an individual (the “First November 2017 Lender”), the First November 2017 Lender issued the Company a promissory note of $100,000 (the “First November 2017 Note”). Pursuant to the First November 2017 Loan Agreement, the First November 2017 Note has interest of fifteen percent (15%), (i) five percent (5%) (i.e. $5,000) shall be payable in cash or convertible into shares of the Company’s restricted common stock at a rate of $0.20 per share, at the option of the Lender, at the Maturity Date; (ii) ten percent (10%) (i.e. $10,000) shall be paid in the form of the Company’s restricted common stock at a rate of $0.20 per share (equivalent to 50,000 shares of the Company’s common stock ). The maturity date of the First November 2017 Note was January 12, 2018 (the “First November 2017 Maturity Date”). On January 12, 2018, the First November 2017 Note and accrued but unpaid interest was converted into the Company’s August 2017 Convertible Note Offering. The Second November 2017 Loan Agreement On November 29, 2017, the Company entered into a loan agreement (the “Second November 2017 Loan Agreement”) with an individual (the “Second November 2017 Lender”), the Second November 2017 Lender issued the Company a promissory note of $50,000 (the “Second November 2017 Note”). Pursuant to the Second November 2017 Loan Agreement, the Second November 2017 Note has interest of fifteen percent (15%), (i) five percent (5%) (i.e. $2,500) shall be payable in cash or convertible into shares of the Company’s restricted common stock at a rate of $0.20 per share, at the option of the Lender, at the Maturity Date; (ii) ten percent (10%) (i.e. $5,000) shall be paid in the form of the Company’s restricted common stock at a rate of $0.20 per share (equivalent to 25,000 shares of the Company’s common stock ). The maturity date of the Second November 2017 Note was January 13, 2018 (the “Second November 2017 Maturity Date”). On January 12, 2018, the Second November 2017 Note and accrued but unpaid interest was converted into the Company’s August 2017 Convertible Note Offering. The Third November 2017 Loan Agreement On November 29, 2017, the Company entered into a loan agreement (the “Third November 2017 Loan Agreement”) with an individual (the “Third November 2017 Lender”), the Third November 2017 Lender issued the Company a promissory note of $100,000 (the “Third November 2017 Note”). Pursuant to the Third November 2017 Loan Agreement, the Third November 2017 Note has interest of fifteen percent (15%), (i) five percent (5%) (i.e. $5,000) shall be payable in cash or convertible into shares of the Company’s restricted common stock at a rate of $0.20 per share, at the option of the Lender, at the Maturity Date; (ii) ten percent (10%) (i.e. $10,000) shall be paid in the form of the Company’s restricted common stock at a rate of $0.20 per share (equivalent to 50,000 shares of the Company’s common stock). The maturity date of the Third November 2017 Note was January 13, 2018 (the “Third November 2017 Maturity Date”) at which time all outstanding principal, accrued and unpaid interest and other amounts due under the Third November 2017 Note are due. On January 12, 2018, the Third November 2017 Note and accrued but unpaid interest was converted into the Company’s August 2017 Convertible Note Offering. On March 14, 2018, the Company entered into a loan agreement (the “March 2018 Loan Agreement”) with an individual (the “March 2018 Lender”), the March 2018 Lender issued the Company a promissory note of $50,000 (the “March 2018 Note”). Pursuant to the March 2018 Loan Agreement, the March 2018 Note bears interest at a rate of 12% per annum. As additional consideration for entering in the March 2018 Loan Agreement, the Company issued the March 2018 Lender a five-year warrant to purchase 100,000 shares of the Company’s common stock with an exercise price of $0.20 per share. The maturity date of the March 2018 Note was March 29, 2018 (the “March 2018 Maturity Date”) at which time all outstanding principal, accrued and unpaid interest and other amounts due under the March 2018 Note were due. On March 29, 2018, the March 2018 Note and accrued but unpaid interest was exchanged for a convertible note under the The May 2018 Offering During the months of May and June 2018, the Company conducted multiple closings with accredited investors (the “May 2018 Offering”) of units of the Company’s securities by entering into subscription agreements with “accredited investors” (the “May 2018 Investors”) for aggregate gross proceeds of $608,500. The May 2018 Offering consisted of a maximum of $1,200,000 of units of the Company’s securities (each, a “May 2018 Unit” and collectively, the “May 2018 Units”), with each May 2018 Unit consisting of (i) a 13% promissory note (each, a “May 2018 Offering Note” and, together, the “May 2018 Offering Notes”), and (ii) a four-year warrant (“May 2018 Offering Warrant”) to purchase the number of shares of the Company’s common stock equal to three times the principal amount in dollars invested by such investor in each May 2018 Offering Note (the “May 2018 Warrant Shares”) at an exercise price of $0.20 per share (the “May Offering Warrant Exercise Price”), subject to adjustment upon the terms thereof. The May 2018 Offering Notes mature on the nine-month anniversary of their issuance dates. The Company recorded a $215,032 debt discount relating to 1,825,500 May 2018 Offering Warrants issued to investors based on the relative fair value of each equity instrument on the dates of issuance. The debt discount is being accreted over the life of the note to accretion of debt discount and issuance cost. During August 2018, the Company converted all outstanding principal unpaid interest into the August 2018 equity raise. The May Offering Warrant Exercise Price of the May 2018 Offering Warrants are subject to adjustment for issuances of the Company’s common stock or any equity linked instruments or securities convertible into the Company’s common stock at a purchase price of less than the prevailing May 2018 Offering Warrant Exercise Price. Such adjustment shall result in the May 2018 Offering Warrant Exercise Price being reduced to such lower purchase price, subject to carve-outs as described therein. During the nine months ended December 31, 2018, the Company converted $608,500 of principal and $723,780 of unpaid interest into the August 2018 equity raise (as defined below). July 2018 Loan Agreements In July 2018, the Company received gross proceeds of $100,000 from the issuance of notes payable. As additional consideration for entering into the debentures, the Company issued the investor a 4-year warrant to purchase 300,000 shares of the Company’s common stock at a purchase price of $0.20 per share. The Company recorded a $34,569 debt discount relating to these warrants issued to these investors based on the relative fair value of each equity instrument on the dates of issuance. The debt discount is being accreted over the life of this note to accretion of debt discount and issuance cost. On November 8, 2018 the Company executed upon agreements that extended the maturity dates of these loans to March 7, 2019. As part of the extension agreements, the Company issued 204,051 warrants to purchase common stock of the Company at an exercise price of $0.30. During the year ended December 31, 2018 the Company has repaid $50,000 of principal and $1,700 of unpaid interest. August 2018 Loan Agreements On August 30, 2018, the Company received gross proceeds of $33,333 from the issuance of a note payable. As additional consideration for entering into the debenture, the Company issued the investor a 4-year warrant to purchase 33,333 shares of the Company’s common stock at a purchase price of $0.20 per share. The Company recorded a $4,178 debt discount relating to these warrants issued to this investor based on the relative fair value of each equity instrument on the dates of issuance. The debt discount was fully accreted during the nine months ended December 31, 2018. On September 7, 2018 the Company has repaid $33,333 in principal. |
Convertible Note Payable
Convertible Note Payable | 12 Months Ended |
Dec. 31, 2018 | |
Line of Credit/Notes Payable/Convertible Note Payable [Abstract] | |
Convertible Note Payable | Note 7 – Convertible Note Payable Convertible notes payable as of December 31, 2018 and 2017 is as follows: Outstanding Principal as of Warrants December 31, December 31, Interest Conversion Maturity Date Quantity Exercise The November 2016 Convertible Note Offering $ - $ 25,000 10 % 0.30 November 1, 2017 400,000 $ 0.30 The June 2017 Convertible Note Offering - 71,500 12 % Not Applicable September 1, 2017 114,700 0.20 The August 2017 Convertible Note Offering - 2,943,884 15 % 0.20 (*) August – November 2019 14,716,419 0.20 The First December 2017 Note - 100,000 15 % 0.20 (*) December 21, 2019 500,000 0.20 The February 2018 Convertible Note Offering 75,000 - 15 % 0.20 (*) January – February 2020 5,078,375 0.20 The January 2018 - - 0.20 (*) January 12, 2020 343,806 0.20 The February 2018 Note - - 18 % 0.20 (*) February 8, 2020 81,500 0.20 The March 2018 Convertible Note Offering 75,000 - 14 % 0.20 (*) March – April 2020 4,806,833 0.20 150,000 3,140,384 Less: Debt Discount (17,280 ) (452,022 ) Less: Debt Issuance Costs (9,239 ) (79,569 ) 123,481 2,608,793 Less: Current Debt - (96,500 ) Total Long-Term Debt $ 123,481 $ 2,512,293 (*) As subject to adjustment as further outlined in the notes The November 2016 Convertible Note Offering During the months of November and December 2016, the Company issued convertible notes to third party lenders totaling $400,000 (the “November 2016 Convertible Note Offering”). These notes accrued interest at a rate of 10% per annum and matured with interest and principal both due between November 1, 2017 through December 29, 2017. The notes and accrued interest are convertible at a conversion price as defined therein. In addition, in connection with these notes the Company issued five-year warrants to purchase an aggregate of 400,000 shares of Company common stock at a purchase price of $0.30 per share. These investors converted $375,000 of principal and $30,719 of interest into the August 2017 Convertible Note Offering. During the year December 2018, the Company converted $25,000 of principal and $4,417 of unpaid interest into the August 2018 Equity Raise (as defined below). The June 2017 Convertible Note Offering During the month of June 2017 the Company issued convertible notes to third party lenders totaling $71,500. These notes accrued interest at 12% per annum and matured with interest and principal both due on September 1, 2017. These notes and accrued interest may be converted into a subsequent offering at a 15% discount to the offering price are convertible at a conversion price as defined therein. In addition, the Company issued warrants to purchase 67,550 shares of Company common stock. These warrants entitle the holders to purchase the Company’s common stock at a purchase price of $0.20 per share for a period of five years from the issue date. As of December 31, 2017, the Company was currently in default on $71,500 in principal due on these notes. On February 8, 2018, the Company paid these notes and is no longer in default. The July 2017 Convertible Offering During the month of July 2017, the Company entered into Securities Purchase Agreements and conducted closings of a private placement offering (the “July 2017 Convertible Note Offering”) of the Company’s securities for aggregate gross proceeds of $445,000. In aggregate, the Company entered into Securities Purchase Agreements with three accredited investors for (i) the issuance and sale of 8.5% Convertible Redeemable Debentures, containing a ten percent (10%) original issuance discount, due April 18, 2018 (the “Debentures”) and (ii) the issuance and sale of five-year Common Stock Purchase Warrants to purchase up to 778,750 shares of the Company’s common stock, par value $0.001 per share. The Warrants were immediately exercisable upon issuance at an exercise price of $0.20 per share, subject to adjustment, and expire five years from the date of issuance. The accredited investors also received a total of 245,000 shares of the Company’s common stock as inducement for participating in the July 2017 Convertible Note Offering (the “Consideration Shares”). During September 8, 2017 through September 13, 2017, the Company redeemed the 8.5% Convertible Redeemable Debentures by paying the three accredited investors an aggregate $606,812 representing 117.5% of the principal along with interest. Pursuant to such redemption, the Debentures are no longer in full force and effect. The Company also repurchased 220,000 consideration shares of one of the accredited investors for $19,007, cancelling the accredited investor’s Consideration Shares. Due to the fact that these convertible notes have an option to convert at a variable amount, they are subject to derivative liability treatment. The Company has applied ASC 815, due to the potential for settlement in a variable quantity of shares. The conversion feature has been measured at fair value using a Black Scholes model at the issuance date and the period end. The conversion feature of The July 2017 Convertible Offering issued during the year ended December 31, 2017, gave rise to a derivative liability of $332,942 which was recorded as a debt discount. The debt discount is charged to accretion of debt discount and issuance cost ratably over the term of the convertible note. The Company recorded an $78,823 debt discount relating to 778,750 warrants issued to investors based on the relative fair value of each equity instrument on the dates of issuance. The debt discount is being accreted over the life of the note to accretion of debt discount and issuance cost. The August 2017 Convertible Note Offering From August through November of 2017, the Company conducted multiple closings of a private placement offering to accredited investors (the “August 2017 Convertible Note Offering”) of units of the Company’s securities by entering into subscription agreements with “accredited investors” (the “August 2017 Investors”) for aggregate gross proceeds of $1,585,000. In addition, $1,217,177 of the Company’s short-term debt along with accrued but unpaid interest of $40,146 was converted into the August 2017 Convertible Note Offering. These conversions resulted in the issuance of 6,791,419 warrants with a fair value of $583,681 and an original issue discount of $101,561. These were recorded as a loss on extinguishment of debt. The August 2017 Convertible Note Offering consisted of a maximum of $6,000,000 of units of the Company’s securities (each, a “August 2017 Unit” and collectively, the “August 2017 Units”), with each August 2017 Unit consisting of (a) a 15% Convertible Secured Promissory Note (each a “August 2017 Offering Note”, and together the “August 2017 Offering Notes”), convertible into shares of the Company’s common stock (“August 2017 Offering Conversion Shares”) at a conversion price of $0.20 per share (the “August 2017 Note Conversion Price”), and (b) a five-year warrant (each a “August 2017 Offering Warrant and together the “August 2017 Offering Warrants”) to purchase common stock equal to one hundred percent (100%) of the shares into which the August 2017 Offering Notes can be converted into (“August 2017 Offering Warrant Shares”) at an exercise price of $0.20 per share (“August 2017 Offering Warrant Exercise Price”). The August 2017 Offering Notes mature on the second (2nd) anniversary of their issuance dates. The August 2017 Note Conversion Price and the August 2017 Offering Warrant Exercise Price are subject to adjustment for issuances of the Company’s common stock or any equity linked instruments or securities convertible into the Company’s common stock at a purchase price of less than the prevailing August 2017 Note Conversion Price or August 2017 Offering Warrant Exercise Price. Such adjustment shall result in the August 2017 Note Conversion Price and August 2017 Offering Warrant Exercise Price being reduced to such lower purchase price, subject to carve-outs as described therein. The Company recorded a $472,675 debt discount relating to 7,925,000 August 2017 Offering Warrants issued to investors based on the relative fair value of each equity instrument on the dates of issuance. The debt discount is being accreted over the life of the note to accretion of debt discount and issuance cost. In connection with the August 2017 Convertible Note Offering, the Company paid a placement agent a cash fee of $90,508 to for services rendered in connection therewith on a “best-efforts” basis, which was recorded as issuance cost and is being accreted over the life of the note to accretion of debt discount and issuance cost. During the year ended December 31, 2018, the Company converted $2,830,764 of principal and $409,287 of unpaid interest into the August 2018 Equity Raise (as defined below). During the year ended December 31, 2018 the Company has repaid $114,000 of principal and $18,410 of unpaid interest. The First December 2017 Note On December 27, 2017, the Company issued a convertible note to a third-party lender totaling $100,000 (the “First December 2017 Note”). The First December 2017 Note accrues interest at 15% per annum and matures with interest and principal both due on December 27, 2019. In addition, the Company issued a warrant to purchase 500,000 shares of Company common stock. The warrant entitles the holder to purchase the Company’s common stock at a purchase price of $0.20 per share for a period of five years from the issue date. The Company recorded a $35,525 debt discount relating to the warrants issued to the investor based on the relative fair value of each equity instrument on the dates of issuance. The debt discount is being accreted over the life of the note The First December 2017 Note and accrued interest is convertible at a conversion price of $0.20 per share, subject to adjustment. The First December 2017 Note is secured by a second priority lien on the assets of the Company. During the year ended December 31, 2018, the Company converted $100,000 of principal and $10,292 of unpaid interest into the August 2018 Equity Raise (as defined below). The February 2018 Convertible Note Offering During the year ended December 31, 2018, the Company conducted multiple closings of a private placement offering to accredited investors (the “February 2018 Convertible Note Offering”) of units of the Company’s securities by entering into subscription agreements with “accredited investors” (the “February 2018 Investors”) for aggregate gross proceeds of $725,000. In addition, $250,000 of the Company’s short-term debt along with accrued but unpaid interest of $40,675 was exchanged for convertible debt in the February 2018 Offering. These conversions resulted in the issuance of 1,453,375 warrants with a fair value of $181,139. These were recorded as a loss on extinguishment of debt. The February 2018 Convertible Note Offering consisted of a maximum of $750,000 of units of the Company’s securities (each, a “February 2018 Unit” and collectively, the “February 2018 Units”), with each February 2018 Unit consisting of (a) a 15% Convertible Secured Promissory Note (each a “February 2018 Convertible Note” and together the “February 2018 Convertible Notes”), convertible into shares of the Company’s common stock, par value $.001 per share (“February 2018 Conversion Shares”) at a conversion price of $0.20 per share (the “February 2018 Note Conversion Price”), and (b) a five-year warrant (each a “February 2018 Offering Warrant and together the “February 2018 Offering Warrants”) to purchase common stock equal to one hundred percent (100%) of the shares into which the February 2018 Convertible Notes can be converted into (“February 2018 Warrant Shares”) at an exercise price of $0.20 per share (“February 2018 Warrant Exercise Price”). The February 2018 Offering Notes mature on the second (2nd) anniversary of their issuance dates. The February 2018 Offering Notes are secured by a second priority security interest in the Company’s assets up to $1,000,000. The February 2018 Note Conversion Price and the February 2018 Offering Warrant Exercise Price are subject to adjustment for issuances of the Company’s common stock or any equity linked instruments or securities convertible into the Company’s common stock at a purchase price of less than the prevailing Conversion Price or Exercise Price. Such adjustment shall result in the Conversion Price and Exercise Price being reduced to such lower purchase price, subject to carve-outs as described therein. The conversion feature of the February 2018 Convertible Note Offering provides for an effective conversion price that is below market value on the date of issuance. Such feature is normally characterized as a beneficial conversion feature (“BCF”). When the Company records a BCF the relative fair value of the BCF is recorded as a debt discount against the face amount of the respective debt instrument. The Company recorded a BCF and related debt discount of $37,350, the discount is being accreted over the life of the first Debenture to accretion of debt discount and issuance cost. The Company recorded a $316,875 debt discount relating to 3,625,000 February 2018 Offering Warrants issued to investors based on the relative fair value of each equity instrument on the dates of issuance. The debt discount is being accreted over the life of these notes to accretion of debt discount and issuance cost. In connection with the February 2018 Convertible Note Offering, the Company retained a placement agent (the “Placement Agent”), to carry out the Offering on a “best-efforts” basis. For services in its capacity as Placement Agent, the Company has paid the Placement Agent a cash fee of $94,250 and issued to the Placement Agent shares of the Company’s common stock equal to ten percent (10%) of the Conversion Shares underlying the February 2018 Convertible Notes or 362,500 shares that had a fair value of $74,881, which was recorded as issuance cost and is being accreted over the life of these notes to accretion of debt discount and issuance cost. During the year ended December 31, 2018, the Company converted $940,675 of principal and $86,544 of unpaid interest into the August 2018 Equity Raise (as defined below). The January 2018 Note On January 12, 2018, the Company issued a convertible note to a third-party lender totaling $68,761 to settle an outstanding vendor liability (the “January 2018 Note”). The January 2018 Note accrues interest at 15% per annum and matures with interest and principal both due on January 12, 2020. The conversions resulted in the issuance of 343,806 warrants with a fair value of $42,850. These were recorded as a loss on extinguishment of debt. The warrant entitles the holder to purchase the Company’s common stock at a purchase price of $0.20 per share for a period of five years from the issue date. The January 2018 Note and accrued interest is convertible at a conversion price of $0.20 per share, subject to adjustment. The January 2018 Note is secured by a second priority lien on the assets of the Company. During the year ended December 31, 2018, the Company exchanged $68,761 of principal and $7,212 of unpaid interest pursuant to the August 2018 Equity Raise (as defined below). The February 2018 Note On February 8, 2018, the Company issued a convertible note to a third-party lender totaling $40,750 (the “February 2018 Note”). The February 2018 Note accrues interest at 18% per annum and matures with interest and principal both due on February 8, 2020. In addition, the Company issued a warrant to purchase 81,500 shares of Company common stock. The warrant entitles the holder to purchase the Company’s common stock at a purchase price of $0.20 per share for a period of five years from the issue date. The Company recorded a $7,963 debt discount relating to the warrants issued to the investor based on the relative fair value of each equity instrument on the dates of issuance and an original issue discount of $5,298. The debt discount is being accreted over the life of the note. The February 2018 Note and accrued interest is convertible at a conversion price of $0.20 per share, subject to adjustment. The February 2018 Note is secured by a second priority lien on the assets of the Company. During the year ended December 31, 2018 the Company has repaid $40,750 of principal and $3,548 of unpaid interest. The March 2018 Convertible Note Offering During the year ended December 31, 2018, the Company conducted multiple closings of a private placement offering to accredited investors (the “March 2018 Convertible Note Offering”) of units of the Company’s securities by entering into subscription agreements with “accredited investors” (the “March 2018 Investors”) for aggregate gross proceeds of $770,000. In addition, $50,000 of the Company’s short-term debt, $767 accrued but unpaid interest and $140,600 of the Company’s vendor liabilities was exchanged for convertible debt within the March 2018 Convertible Note Offering. These conversions resulted in the issuance of 956,833 warrants with a fair value of $84,087. These were recorded as a loss on extinguishment of debt. The March 2018 Convertible Note Offering consisted of a maximum of $900,000, with an over-allotment option of an additional $300,000 of units of the Company’s securities (each, a “March 2018 Unit” and collectively, the“March 2018 Units”), with each March 2018 Unit consisting of (a) a 14% Convertible Secured Promissory Note (each a “March 2018 Note” and together the “March 2018 Notes”), convertible into shares of the Company’s common stock, par value $.001 per share (“Conversion Shares”) at a conversion price of $0.20 per share (the “Conversion Price”), and (b) a four-year warrant (each a “Warrant and together the “Warrants”) to purchase common stock equal to one hundred percent (100%) of the shares into which the Notes can be converted into (“Warrant Shares”) at an exercise price of $0.20 per share (“Exercise Price”). The March 2018 Notes mature on the second (2nd) anniversary of their issuance dates. The Conversion Price of the March 2018 Note and the Exercise Price of the Warrants are subject to adjustment for issuances of the Company’s common stock or any equity linked instruments or securities convertible into the Company’s common stock at a purchase price of less than the prevailing Conversion Price or Exercise Price. Such adjustment shall result in the Conversion Price and Exercise Price being reduced to such lower purchase price, subject to carve-outs as described therein. The Company recorded a $254,788 debt discount relating to 4,806,833 warrants issued to investors based on the relative fair value of each equity instrument on the dates of issuance. The debt discount is being accreted over the life of the note to accretion of debt discount and issuance cost. During the year ended December 31, 2018, the Company converted $886,367 of principal and $51,293 of unpaid interest pursuant to the August 2018 Equity Raise (as defined below). |
Related Party Loans
Related Party Loans | 12 Months Ended |
Dec. 31, 2018 | |
Related Party Loans [Abstract] | |
Related Party Loans | Note 8 – Related Party Loans Convertible notes Convertible notes payable – related party as of December 31, 2018 and 2017 is as follows: Outstanding Principal as of Warrants December 31, 2018 December 31, 2017 Interest Rate Maturity Date Quantity Exercise Price The August 2017 Convertible Note Offering $ - $ 1,416,026 15 % August – October 2019 4,589,466 $ 0.20 The Second December 2017 Note - 100,000 15 % December 21, 2019 500,000 0.20 The February 2018 Convertible Note Offering - - 15 % January – February 2020 125,000 0.20 The Second February 2018 Note - - 20 % September 30, 2018 81,500 0.20 The March 2018 Convertible Note Offering 400 - 14 % March 2020 1,197,000 0.20 400 1,516,026 Less: Debt Discount (72 ) (170,780 ) Less: Debt Issuance Costs - - 328 1,345,246 Less: Current Debt - - Total Long-Term Debt $ 328 $ 1,345,246 The August 2017 Convertible Note Offering During the year ended December 31, 2017, the Company conducted multiple closings of a private placement offering to accredited investors (the “The August 2017 Convertible Offering”) of units of the Company’s securities by entering into subscription agreements with “accredited investors” (the “August 2017 Investors”) for aggregate gross proceeds of $505,000. In addition, $645,000 of the Company’s short-term debt along with accrued but unpaid interest of $206,026 was converted into the August 2017 Convertible Offering. These conversions resulted in the issuance of 4,555,129 warrants with a fair value of $440,157 and the increase of principal of $60,000. These resulted in a loss on extinguishment of debt of $500,157. The Company offered, through a placement agent, $6,000,000 of units of its securities (each, an “August 2017 Unit” and collectively, the “August 2017 Units”), with each August 2017 Unit consisting of (a) a 15% Convertible Secured Promissory Note (each a “August 2017 Note” and together the “August 2017 Notes”), convertible into shares of the Company’s common stock, par value $.001 per share (“Conversion Shares”) at a conversion price of $0.20 per share (the “Conversion Price”), and (b) a five-year warrant (each a “Warrant and together the “Warrants”) to purchase common stock equal to one hundred percent (100%) of the shares into which the Notes can be converted into (“Warrant Shares”) at an exercise price of $0.20 per share (“Exercise Price”). The August 2017 Notes mature on the second (2nd) anniversary of their issuance dates. The Conversion Price of the August 2017 Note and the Exercise Price of the Warrants are subject to adjustment for issuances of the Company’s common stock or any equity linked instruments or securities convertible into the Company’s common stock at a purchase price of less than the prevailing Conversion Price or Exercise Price. Such adjustment shall result in the Conversion Price and Exercise Price being reduced to such lower purchase price, subject to carve-outs as described therein. The Company recorded a $160,700 debt discount relating to 2,525,000 warrants issued to investors based on the relative fair value of each equity instrument on the dates of issuance. The debt discount is being accreted over the life of these notes to accretion of debt discount and issuance cost. During the year ended December 31, 2018, the Company converted $1,416,026 of principal and $202,362 of unpaid interest pursuant to the August 2018 Equity Raise (as defined below). The Second December 2017 Note On December 21, 2017, the Company issued a convertible note to a third-party lender totaling $100,000 (the “Second December 2017 Note”). The Second December 2017 Note accrues interest at 15% per annum and matures with interest and principal both due on December 27, 2019. In addition, the Company issued a warrant to purchase 500,000 shares of Company common stock. The warrant entitles the holder to purchase the Company’s common stock at a purchase price of $0.20 per share for a period of five years from the issue date. The Company recorded a $36,722 debt discount relating to the warrants issued to the investor based on the relative fair value of each equity instrument on the dates of issuance. The debt discount is being accreted over the life of the note The Second December 2017 Note and accrued interest is convertible at a conversion price of $0.20 per share, subject to adjustment. The Second December 2017 Note is secured as a second priority lien on the assets of the Company. During the year ended December 31, 2018, the Company converted $100,000 of principal and $10,542 of unpaid interest pursuant to the August 2018 Equity Raise (as defined below) and the note is no longer outstanding. The February 2018 Convertible Note Offering During the year ended December 31, 2018, the Company conducted multiple closings of a private placement offering to accredited investors (the “February 2018 Convertible Note Offering”) of units of the Company’s securities by entering into subscription agreements with “accredited investors” (the “Investors”) for aggregate gross proceeds of $25,000. The February 2018 Convertible Note Offering consisted of a maximum of $750,000 of units of the Company’s securities (each, a “February 2018 Unit” and collectively, the “February 2018 Units”), with each February 2018 Unit consisting of (a) a 15% Convertible Secured Promissory Note (each a “February 2018 Note” and together the “February 2018 Notes”), convertible into shares of the Company’s common stock, par value $.001 per share (“Conversion Shares”) at a conversion price of $0.20 per share (the “Conversion Price”), and (b) a five-year warrant (each a “Warrant and together the “Warrants”) to purchase common stock equal to one hundred percent (100%) of the shares into which the February 2018 Notes can be converted into (“Warrant Shares”) at an exercise price of $0.20 per share (“Exercise Price”). The February 2018 Notes mature on the second (2nd) anniversary of their issuance dates. The February 2018Notes are secured by a second priority security interest in the Company’s assets up to $1,000,000. The Conversion Price of the Note and the Exercise Price of the Warrants are subject to adjustment for issuances of the Company’s common stock or any equity linked instruments or securities convertible into the Company’s common stock at a purchase price of less than the prevailing Conversion Price or Exercise Price. Such adjustment shall result in the Conversion Price and Exercise Price being reduced to such lower purchase price, subject to carve-outs as described therein. The conversion feature of the February 2018 Convertible Note Offering provides for an effective conversion price that is below market value on the date of issuance. Such feature is normally characterized as a beneficial conversion feature (“BCF”). When the Company records a BCF the relative fair value of the BCF is recorded as a debt discount against the face amount of the respective debt instrument. The Company recorded a BCF and related debt discount of $1,063, the discount is being accreted over the life of the first Debenture to accretion of debt discount and issuance cost. The Company recorded a $11,054 debt discount relating to 125,000 warrants issued to Investors based on the relative fair value of each equity instrument on the dates of issuance. The debt discount is being accreted over the life of the note to accretion of debt discount and issuance cost. In connection with the Offering, the Company retained Network 1 Financial Securities, Inc. (the “Placement Agent”), to carry out the Offering on a “best-efforts” basis. For services in its capacity as Placement Agent, the Company has paid the Placement Agent a cash fee of $3,250 and issued to the Placement Agent shares of the Company’s common stock equal to ten percent (10%) of the Conversion Shares underlying the Notes or 12,500 shares that had a fair value of $2,606, which was recorded as issuance cost and is being accreted over the life of these notes to accretion of debt discount and issuance cost. During the year ended December 31, 2018, the Company converted $25,000 of principal and $2,219 of unpaid interest pursuant to the August 2018 Equity Raise (as defined below). The Second February 2018 Note On February 8, 2018, the Company issued a convertible note to a third-party lender totaling $40,750 (the “Second February 2018 Note”). The Second February 2018 Note accrues interest at 18% per annum and matures with interest and principal both due on December 31, 2018. In addition, the Company issued a warrant to purchase 81,500 shares of Company common stock. The warrant entitles the holder to purchase the Company’s common stock at a purchase price of $0.20 per share for a period of five years from the issue date. The Company recorded a $7,963 debt discount relating to the warrants issued to the investor based on the relative fair value of each equity instrument on the dates of issuance and an original issue discount of $5,298. The debt discount is being accreted over the life of the note The Second February 2018 Note and accrued interest is convertible at a conversion price of $0.20 per share, subject to adjustment. The Second February 2018 Note is secured as a second priority lien on the assets of the Company. During the year ended December 31, 2018, the Company has repaid $5,298 in principal. In addition, the Company converted $35,452 of principal and $4,116 of unpaid interest into the August 2018 Equity Raise (as defined below). The March 2018 Convertible Note Offering During the year ended December 31, 2018, the Company conducted multiple closings of a private placement offering to accredited investors (the “March 2018 Convertible Note Offering”) of units of the Company’s securities by entering into subscription agreements with “accredited investors” (the “Investors”) for aggregate gross proceeds of $239,400. The March 2018 Convertible Note Offering consisted of a maximum of $900,000, with an over-allotment option of an additional $300,000, of units of the Company’s securities (each, a “March 2018 Unit” and collectively, the “March 2018 Units”), with each March 2018 Unit consisting of (a) a 14% Convertible Secured Promissory Note (each a “March 2018 Note” and together the “March 2018 Notes”), convertible into shares of the Company’s common stock, par value $.001 per share (“Conversion Shares”) at a conversion price of $0.20 per share (the “Conversion Price”), and (b) a four-year warrant (each a “Warrant and together the “Warrants”) to purchase common stock equal to one hundred percent (100%) of the shares into which the Notes can be converted into (“Warrant Shares”) at an exercise price of $0.20 per share (“Exercise Price”). The Notes mature on the second (2nd) anniversary of their issuance dates. The Conversion Price of the Note and the Exercise Price of the Warrants are subject to adjustment for issuances of the Company’s common stock or any equity linked instruments or securities convertible into the Company’s common stock at a purchase price of less than the prevailing Conversion Price or Exercise Price. Such adjustment shall result in the Conversion Price and Exercise Price being reduced to such lower purchase price, subject to carve-outs as described therein. The Company recorded a $84,854 debt discount relating to 1,197,000 warrants issued to investors based on the relative fair value of each equity instrument on the dates of issuance. The debt discount is being accreted over the life of these notes to accretion of debt discount and issuance cost. During the year ended December 31, 2018, the Company converted $239,000 of principal and $15,401 of unpaid interest into the August 2018 Equity Raise (as defined below). Notes payable Notes payable – related party as of December 31, 2018 and 2017 is as follows: Outstanding Principal as of Warrants December 31, December 31, Interest Maturity Date Quantity Exercise The May 2016 Rosen Loan Agreement $ 1,000,000 $ 1,000,000 13 % November 26, 2017 1,000,000 $ 0.40 The September 2017 Rosen Loan Agreement - 224,000 18 % September 24, 2017 125,000 0.20 The November 2017 Schiller Loan Agreement - 25,000 15 % December 31, 2017 - - The May 2018 Schiller Loan Agreements - - 13 % February 2, 2019 300,000 0.20 The June 2018 Frommer Loan Agreement 10,000 - 6 % August 17, 2018 30,000 0.20 The July 2018 Rosen Loan Agreement 56,695 - 6 % August 17, 2018 30,000 0.20 The July 2018 Schiller Loan Agreements 40,000 - 6 % August 17, 2018 150,000 0.20 The December 2018 Gravitas Loan Agreement 50,000 - 6 % January 22, 2019 50,000 0.30 The December 2018 Rosen Loan Agreement 75,000 - 6 % January 26, 2019 75,000 0.30 1,231,695 1,249,000 Less: Debt Discount (8,125 ) - 1,223,570 Less: Current Debt (1,223,570 ) - $ - $ 1,249,000 The May 2016 Rosen Loan Agreement On May 26, 2016, the Company entered into a loan agreement (the “May 2016 Rosen Loan Agreement”) with Arthur Rosen, an individual (“Rosen”), pursuant to which on May 26, 2016 (the “Closing Date”), Rosen provided the Company a secured term loan in the principal amount of $1,000,000 (the “May 2016 Rosen Loan”). In connection with the May 2016 Rosen Loan Agreement, on May 26, 2016, the Company and Rosen entered into a security agreement (the “Rosen Security Agreement”), pursuant to which the Company granted to Rosen a senior security interest in substantially all of the Company’s assets as security for repayment of the May 2016 Rosen Loan. Pursuant to the May 2016 Rosen Loan Agreement, the May 2016 Rosen Loan bears interest at a rate of 12.5% per annum, compounded annually and payable on the maturity date of May 26, 2017 (the “May 2016 Rosen Maturity Date”) at which time all outstanding principal, accrued and unpaid interest and other amounts due under the May 2016 Rosen Loan are due. The Company entered into an amendment to the May 2016 Rosen Loan extending the May 2016 Rosen Maturity Date to November 26, 2017. As additional consideration for entering in the May 2016 Rosen Loan Agreement, the Company issued Rosen a five-year warrant to purchase 1,000,000 shares of the Company’s common stock at a purchase price of $0.40 per share (the “May 2016 Rosen Warrant”). The May 2016 Rosen Warrant contains anti-dilution provisions as further described therein. On September 7, 2017 (the “Conversion Date”), Rosen converted all accrued but unpaid interest on the May 2016 Rosen Loan from May 26, 2016 through September 6, 2017 in the amount of $124,306 (the “May 2016 Rosen Loan Interest”) into the Company’s August Convertible Note Offering, after which May 2016 Rosen Loan Interest was deemed paid in full through the Conversion Date. On March 29, 2019, the Company executed an agreement to further extend the maturity date of this loan to May 15, 2019. The September 2017 Rosen Loan Agreement On September 8, 2017, the Company entered into a loan agreement (the “September 2017 Rosen Loan Agreement”) with Rosen, whereby the Company issued Rosen a promissory note in the principal amount of $224,000 (the “September 2017 Rosen Note”). The September 2017 Rosen Note is secured by an officer of the Company. As additional consideration for entering in the September 2017 Rosen Note Loan Agreement, the Company issued Rosen a five-year warrant to purchase 25,000 shares of the Company’s common stock at a purchase price of $0.20 per share. On November 13, 2017, in consideration for extending the September 2017 Rosen Note, Rosen was issued a warrant to purchase 100,000 shares of the Company’s common stock exercisable within five (5) years and with an exercise price of $0.20 per share. On February 20, 2018, the Company entered into a forbearance agreement whereby the Company issued Rosen a five-year warrant to purchase 448,000 shares of the Company’s common stock at a purchase price of $0.20 per share. These warrants had a fair value of $65,378 which was recorded to Loss on extinguishment of debt. The new maturity date of the September 2017 Rosen Loan Agreement is September 8, 2018. During the year December 31, 2018, the Company converted $224,000 of principal and $20,496 of unpaid interest pursuant to the August 2018 Equity Raise (as defined below) and the loan is no longer outstanding. The November 2017 Schiller Loan Agreement On November 20, 2017, the Company entered into a loan agreement (the “November 2017 Schiller Loan Agreement”) with Mr. Len Schiller (“Schiller”), a member of the Company’s Board of Directors, whereby the Company issued Schiller a promissory note in the principal amount of $25,000 (the “November 2017 Schiller Note”). Pursuant to the November 2017 Schiller Loan Agreement, the November 2017 Schiller Note bears interest at a rate of 15% per annum. During the year ended December 31, 2018 the Company repaid $25,000 in principal and $637 in interest and the loan is no longer outstanding. The January 2018 Rosen Loan Agreement On January 16, 2018, the Company entered into a loan agreement (the “January 2018 Rosen Loan Agreement”) with Rosen, whereby the Company issued Rosen a promissory note in the principal amount of $60,000 (the “January 2018 Rosen Note”). The January 2018 Rosen Note is secured by Jeremy Frommer, whereas upon default Mr. Frommer would owe his own personal default shares of the Company’s common stock to Rosen equal to the amount of principal outstanding divided by 0.20. Pursuant to the January 2018 Rosen Loan Agreement, the January 2018 Rosen Note bears interest at a rate of 6% per annum and was payable on the maturity date of January 31, 2018 (the “January 2018 Rosen Maturity Date”) at which time all outstanding principal, accrued and unpaid interest and other amounts due under the May 2016 Rosen Loan became due. During the year ended December 31, 2018, the Company repaid $60,000 in principal and $200 in interest and the loan is no longer outstanding. The January 2018 Gordon Loan Agreement On January 16, 2018, the Company entered into a loan agreement (the “January 2018 Gordon Loan Agreement”) with Mr. Christopher Gordon (“Gordon”), whereby the Company issued Gordon a promissory note in the principal amount of $40,000 (the “January 2018 Gordon Note”). The January 2018 Gordon Note is secured by Jeremy Frommer, whereas upon default Mr. Frommer would owe his own personal default shares of the Company’s common stock to Gordon equal to the amount of principal outstanding divided by 0.20. Pursuant to the January 2018 Gordon Loan Agreement, the January 2018 Gordon Note bears interest at a rate of 6% per annum and payable on the maturity date of January 31, 2018 (the “January 2018 Gordon Maturity Date”) at which time all outstanding principal, accrued and unpaid interest and other amounts due under the January 2018 Gordon Note became due. During the year ended December 31, 2018, the Company repaid $40,000 in principal and $105 in interest and the loan is non longer outstanding. The First March 2018 Rosen Loan Agreement On March 4, 2018, the Company entered into a loan agreement (the “First March 2018 Rosen Loan Agreement”) with Rosen, whereby the Company issued Rosen a promissory note in the principal amount of $10,000 (the “First March 2018 Rosen Note”). As additional consideration for entering in the First March 2018 Rosen Note Loan Agreement, the Company issued Rosen a five-year warrant to purchase 10,000 shares of the Company’s common stock at a purchase price of $0.20 per share. Pursuant to the First March 2018 Rosen Loan Agreement, the First March 2018 Rosen Note bears interest at a rate of 12% per annum and is payable on the maturity date of March 19, 2018 (the “First March 2018 Rosen Maturity Date”) at which time all outstanding principal, accrued and unpaid interest and other amounts due under the First March 2018 Rosen Note was due. During the year ended December 31, 2018, the Company repaid $10,000 in principal and $260 in interest and the loan is no longer outstanding. The Second March 2018 Rosen Loan Agreement On March 9, 2018, the Company entered into a loan agreement (the “Second March 2018 Rosen Loan Agreement”) with Rosen, whereby the Company issued Rosen a promissory note in the principal amount of $15,000 (the “Second March 2018 Rosen Note”). As additional consideration for entering in the Second March 2018 Rosen Loan Agreement, the Company issued Rosen a five-year warrant to purchase 15,000 shares of the Company’s common stock at a purchase price of $0.20 per share. Pursuant to the Second March 2018 Rosen Loan Agreement, the Second March 2018 Rosen Note bears interest at a rate of 12% per annum and is payable on the maturity date of March 24, 2018 (the “Second March 2018 Rosen Maturity Date”) at which time all outstanding principal, accrued and unpaid interest and other amounts due under the Second March 2018 Rosen Note was due. During the year ended December 31, 2018, the Company repaid $15,000 in principal and $365 in interest and the loan is no longer outstanding. The Third March 2018 Rosen Loan Agreement On March 13, 2018, the Company entered into a loan agreement (the “Third March 2018 Rosen Loan Agreement”) with Rosen, whereby the Company issued Rosen a promissory note in the principal amount of $10,000 (the “Third March 2018 Rosen Note”). As additional consideration for entering in the Third March 2018 Rosen Loan Agreement, the Company issued Rosen a five-year warrant to purchase 10,000 shares of the Company’s common stock at a purchase price of $0.20 per share. Pursuant to the Third March 2018 Rosen Loan Agreement, the Third March 2018 Rosen Note bears interest at a rate of 12% per annum and is payable on the maturity date of March 28, 2018 (the “Third March 2018 Rosen Maturity Date”) at which time all outstanding principal, accrued and unpaid interest and other amounts due under the Third March 2018 Rosen Note was due. During the year ended December 31, 2018, the Company repaid $10,000 in principal and $230 in interest and the loan is no longer outstanding. The May 2018 Schiller Loan Agreement On May 2, 2018, the Company entered into a loan agreement (the “May 2018 Schiller Loan Agreement”) with Schiller, a member of the Board, whereby the Company issued Schiller a promissory note in the principal amount of $100,000 (the “May 2018 Schiller Note”). As additional consideration for entering in the May 2018 Schiller Loan Agreement, the Company issued Schiller a four-year warrant to purchase 300,000 shares of the Company’s common stock at a purchase price of $0.20 per share. Pursuant to the May 2018 Schiller Loan Agreement, the May 2018 Schiller Note bears interest at a rate of 13% per annum and is payable on the maturity date of February 02, 2019 (the “May 2018 Schiller Maturity Date”). During the year ended December 31, 2018, the Company converted $100,000 of principal and $4,369 of unpaid interest pursuant to the August 2018 Equity Raise (as defined below) and the loan is no longer outstanding. The June 2018 Frommer Loan Agreement On June 29, 2018, the Company entered into a loan agreement (the “June 2018 Frommer Loan Agreement”) with Jeremy Frommer, an officer of the Company, whereby the Company issued Frommer a promissory note in the principal amount of $10,000 (the “June 2018 Frommer Note”). As additional consideration for entering in the June 2018 Frommer Note Loan Agreement, the Company issued Frommer a four-year warrant to purchase 30,000 shares of the Company’s common stock at a purchase price of $0.20 per share. Pursuant to the June 2018 Frommer Loan Agreement, the June 2018 Frommer Note bears interest at a rate of 6% per annum and payable on the maturity date of August 17, 2018 (the “June 2018 Frommer Maturity Date”). On November 8, 2018 the Company executed upon an agreement that extended the maturity date of the June 2018 Frommer Agreement to March 7, 2019. As part of the extension agreement, the Company issued Frommer an additional 40,854 warrants to purchase common stock of the Company at an exercise price of $0.30. These warrants had a fair value of $4,645 which was recorded to loss on extinguishment of debt. On March 29, 2019 the Company executed upon an agreement that extended the maturity date of this loan to May 15, 2019. The First July 2018 Schiller Loan Agreement On July 3, 2018, the Company entered into a loan agreement (the “First July 2018 Schiller Loan Agreement”) with Schiller, a member of the Board, whereby the Company issued Schiller a promissory note in the principal aggregate amount of $35,000 (the “First July 2018 Schiller Note”). As additional consideration for entering in the First July 2018 Schiller Loan Agreement, the Company issued Schiller a four-year warrant to purchase 75,000 shares of the Company’s common stock at a purchase price of $0.20 per share. Pursuant to the agreement, the note bears interest at a rate of 6% per annum and payable on the maturity date of August 17, 2018. Subsequent to the balance sheet date, on November 8, 2018 the Company executed upon an agreement that extended the maturity date of this loan to March 7, 2019. As part of the extension agreement, the Company issued Schiller warrants to purchase 142,987 shares of common stock of the Company at an exercise price of $0.30. On March 29, 2019 the Company executed upon an agreement that extended the maturity date of this loan to May 15, 2019. The Second July 2018 Schiller Loan Agreement On July 17, 2018, the Company entered into a loan agreement (the “Second July 2018 Schiller Loan Agreement”) with Schiller, a member of the Board, whereby the Company issued Schiller a promissory note in the principal aggregate amount of $25,000 (the “Second July 2018 Schiller Note”). As additional consideration for entering in the Second July 2018 Schiller Loan Agreement, the Company issued Schiller a four-year warrant to purchase 75,000 shares of the Company’s common stock at a purchase price of $0.20 per share. Pursuant to the Second July 2018 Schiller Loan Agreement, the Second July 2018 Schiller Note bears interest at a rate of 6% per annum and payable on the maturity date of August 17, 2018. Subsequent to the balance sheet date, on November 8, 2018 the Company executed upon an agreement that extended the maturity date of this loan to March 7, 2019. As part of the extension agreement, the Company issued Schiller warrants to purchase 101,900 shares of common stock of the Company at an exercise price of $0.30. On March 29, 2019 the Company executed upon an agreement that extended the maturity date of this loan to May 15, 2019. The First July 2018 Rosen Loan Agreements On July 12, 2018, the Company entered into a loan agreement (the “First July 2018 Rosen Loan Agreement”) with Rosen, an officer of the Company, whereby the Company issued Rosen a promissory note in the principal aggregate amount of $10,000 (the “First July 2018 Rosen Note”). Pursuant to the First July 2018 Rosen Loan Agreement, the note bears interest at a rate of 6% per annum and payable on the maturity date of August 17, 2018. On November 8, 2018 the Company executed upon an agreement that extended the maturity date of this loan to March 7, 2019. As part of the extension agreement, the Company issued Rosen warrants to purchase 27,534 shares of common stock of the Company at an exercise price of $0.30. On March 29, 2019 the Company executed upon an agreement that extended the maturity date of this loan to May 15, 2019. The Second July 2018 Rosen Loan Agreements On July 18, 2018, the Company entered into a loan agreement (the “Second July 2018 Rosen Loan Agreement”) with Rosen, whereby the Company issued Rosen a promissory note in the principal aggregate amount of $50,000 (the “Second July 2018 Rosen Note”) resulting from the conversion of a demand note (as described below). As additional consideration for entering into the Second July 2018 Rosen Loan Agreement, the Company issued Rosen a four-year warrant to purchase 150,000 shares of the Company’s common stock at a purchase price of $0.20 per share. Pursuant to the Second July 2018 Rosen Loan Agreement, the Second July 2018 Rosen Note bears interest at a rate of 6% per annum and payable on the maturity date of August 17, 2018. On November 8, 2018 the Company executed upon an agreement that extended the maturity date of this loan to March 7, 2019. As part of the extension agreement, the Company issued Rosen warrants to purchase 203,967 shares of common stock of the Company at an exercise price of $0.30. On March 29, 2019 the Company executed upon an agreement that extended the maturity date of this loan to May 15, 2019. The November 2018 Rosen Loan Agreement On November 29, 2018, the Company entered into a loan agreement (the “November 2018 Rosen Loan Agreement”) with Rosen, whereby the Company issued Rosen a promissory note in the principal amount of $25,000 (the “November 2018 Rosen Note”). As additional consideration for entering in the November 2018 Rosen Note Loan Agreement, the Company issued Rosen a four-year warrant to purchase 25,000 shares of the Company’s common stock at a purchase price of $0.30 per share. Pursuant to the November 2018 Rosen Loan Agreement, the November 2018 Rosen Note bears interest at a rate of 6% per annum and payable on the maturity date of December 23, 2018 (the “November 2018 Rosen Maturity Date”). During the year ended December 31, 2018, the Company repaid $25,000 of principal and $33 of unpaid interest and the loan is no longer outstanding. The December 2018 Rosen Loan Agreement On December 27, 2018, the Company entered into a loan agreement (the “December 2018 Rosen Loan Agreement”) with Rosen, whereby the Company issued Rosen a promissory note in the principal amount of $75,000 (the “December 2018 Rosen Note”). As additional consideration for entering in the December 2018 Rosen Note Loan Agreement, the Company issued Rosen a four-year warrant to purchase 75,000 shares of the Company’s common stock at a purchase price of $0.30 per share. Pursuant to the December 2018 Rosen Loan Agreement, the December 2018 Rosen Note bears interest at a rate of 6% per annum and payable on the maturity date of January 26, 2019 (the “December 2018 Rosen Maturity Date”). On March 29, 2019 the Company executed upon an agreement that extended the maturity date of this loan to May 15, 2019. The December 2018 Gravitas Capital Loan Agreement On December 27, 2018, the Company entered into a loan agreement (the “December 2018 Gravitas Capital Loan Agreement”) with Gravitas Capital, whereby the Company issued Gravitas Capital a promissory note in the principal amount of $50,000 (the “December 2018 Gravitas Capital Note”). As additional consideration for entering in the December 2018 Gravitas Capital Note Loan Agreement, the Company issued Gravitas Capital a four-year warrant to purchase 50,000 shares of the Company’s common stock at a purchase price of $0.30 per share. Pursuant to the December 2018 Gravitas Capital Loan Agreement, the December 2018 Gravitas Capital Note bears interest at a rate of 6% per annum and payable on the maturity date of January 27, 2019 (the “December 2018 Gravitas Capital Maturity Date”). On March 29, 2019 the Company executed upon an agreement that extended the maturity date of this loan to May 15, 2019. Line of credit – related party On May 9, 2017, the Company entered into a Revolving Line of Credit (the “Grawin LOC”) with Grawin, LLC, a limited liability company controlled by Rosen, a related party. The Grawin LOC was established for a period of twelve months, with a maturity date of May 2018, in which the Company can borrow principal up to $130,000. The Grawin LOC bears interest at a rate of 18%. On June 8, 2018 the Grawin LOC’s maturity date was extended to June 1, 2019. During the year ended December 31, 2018, the Company exchanged $130,000 of principal and $30,626 of unpaid interest on the Grawin LOC into the August 2018 Equity Raise (as defined below). As of December 31, 2018 and 2017 the total outstanding balance of line of credit - related party was $0 and $130,000, respectively. Demand loan On June 6, 2018, Rosen made non-interest bearing loans of $50,000 to the Company in the form of cash. The loan is due on demand and unsecured. On July 12, 2018, this note was converted into The Second July 2018 Rosen Loan Agreements. Officer compensation During the years ended December 31, 2018 and 2017 the Company paid $109,407 and $132,792, respectively for living expenses for officers of the Company. |
Capital Leases Payable
Capital Leases Payable | 12 Months Ended |
Dec. 31, 2018 | |
Capital Leases Payable [Abstract] | |
Capital Leases Payable | Note 9 – Capital Leases Payable Capital lease obligation consisted of the following: December 31, December 31, (i) Capital lease obligation to a financing company for a term of five (5) years, collateralized by equipment, with interest at 10.0% per annum, with principal and interest due and payable in monthly installments of $383.10 $ 4,732 $ 4,732 Less current maturities (4,732 ) (4,732 ) Capital lease obligation, net of current maturities - - Total Capital Lease Obligation $ 4,732 $ 4,732 The capital leases mature as follows: 2018: $ 4,732 $ 4,732 |
Derivative Liabilities
Derivative Liabilities | 12 Months Ended |
Dec. 31, 2018 | |
Derivative Liabilities [Abstract] | |
Derivative Liabilities | Note 10 – Derivative Liabilities The Company has identified derivative instruments arising from embedded conversion features in the Company’s convertible notes payable at December 31, 2017. The Company had no financial assets measured at fair value on a recurring basis as of December 31, 2018 and 2017. The following summarizes the Black-Scholes assumptions used to estimate the fair value of the derivative liability at the date of issuance and for the convertible notes during the year ended December 31, 2017. Low High Annual dividend rate 0 % 0 % Expected life 0.58 0.75 Risk-free interest rate 1.11 % 1.16 % Expected volatility 90.71 % 93.55 % Risk-free interest rate: The Company uses the risk-free interest rate of a U.S. Treasury Note with a similar term on the date of the grant. Dividend yield: The Company uses a 0% expected dividend yield as the Company has not paid dividends to date and does not anticipate declaring dividends in the near future. Volatility: The Company calculates the expected volatility of the stock price based on the corresponding volatility of the Company’s peer group stock price for a period consistent with the expected term. Expected term: The Company’s remaining term is based on the remaining contractual maturity of the convertible notes. The following are the changes in the derivative liabilities during the year ended December 31, 2017. Year Ended Level 1 Level 2 Level 3 Derivative liabilities as January 1, 2017 $ - $ - $ - Addition - - 332,942 Conversion - - Extinguishment Expense (397,288 ) Gain on changes in fair value - - 64,346 Derivative liabilities as December 31, 2017 $ - $ - $ - There was no derivative liability activity during the year ended December 31, 2018. |
Stockholders' Deficit
Stockholders' Deficit | 12 Months Ended |
Dec. 31, 2018 | |
Stockholders' Deficit [Abstract] | |
Stockholders' Deficit | Note 11 - Stockholders’ Deficit Shares Authorized Upon incorporation, the total number of shares of all classes of stock which the Company is authorized to issue is Three Hundred Twenty Million (320,000,000) shares of which Three Hundred Million (300,000,000) shares shall be Common Stock, par value $0.001 per share and Twenty Million (20,000,000) shall be Preferred Stock, par value $0.001 per share. The designations, rights, and preferences of such preferred stock are to be determined by the Board of Directors. Preferred Stock Series A Cumulative Convertible Preferred Stock On February 13, 2015, 100,000 shares of preferred stock were designated as Series A Cumulative Convertible Preferred Stock (“Series A”). Each share of Series A shall have a stated value equal to $100 (as adjusted for any stock dividends, combinations or splits with respect to such shares) (the “Series A Stated Value”). The holders of the Series A shall be entitled to receive preferential dividends at the rate of 6% per share per annum on the Series A Stated Value, but before any dividend or other distribution will be paid or declared and set apart for payment on any shares of any Junior Stock, as defined. Such dividends shall compound annually and be fully cumulative, and shall accumulate from the date of original issuance of the Series A and shall be payable quarterly, in arrears, commencing on the first day of the calendar quarter following the date on which the Series A is issued. Upon the occurrence of an Event of Default (as defined below) and while such Event of Default is outstanding, such dividend rate shall be increased to 15% per annum on the Series A Stated Value. At the Company’s option, such dividend payments may be made in (i) cash (ii) additional shares of Series A valued at the Series A Stated Value thereof, in an amount equal to 150% of the cash dividend otherwise payable or (iii) a combination of cash and additional shares of Series A, provided there is not an existing current Event of Default on the date on which a dividend payment is payable, in which event the Holder entitled to receive such dividend may elect to receive such dividends in cash or additional shares of Series A Preferred. The dividends on the Series A shall be cumulative whether or not declared so that, if at any time full cumulative dividends at the rate aforesaid on all shares of the Series A then outstanding from the date from and after which dividends thereon are cumulative to the end of the annual dividend period next preceding such time shall not have been paid or declared and set apart for payment, or if the full dividend on all such outstanding Series A for the then current dividend period shall not have been paid or declared and set apart for payment, the amount of the deficiency shall be paid or declared and set apart for payment before any sum shall be set apart for or applied by the Corporation or a subsidiary of the Corporation to the purchase, redemption or other acquisition of the Series A or any shares of any other class of stock ranking on a parity with the Series A and before any dividend or other distribution shall be paid or declared and set apart for payment on any Junior Stock and before any sum shall be set aside for or applied to the purchase, redemption or other acquisition of any Junior Stock. Holder of Series A shall have the right at any time after the issuance, to convert such shares, accrued but unpaid declared dividends on the Series A and any other sum owed by the Corporation arising from the Series A into fully paid and non-assessable shares of Common Stock (the “Conversion Shares”) of the Corporation determined in accordance with the applicable conversion price (the “Conversion Price”). The number of Conversion Shares issuable upon conversion shall equal (i) the sum of (A) the Series A Stated Value being converted and/or (B) at the Holder’s election, accrued and unpaid dividends or any other component of the Conversion Amount, divided by (ii) the Conversion Price. The Conversion Price of the Series A shall be $0.25, subject to adjustment. During the year ended December 31, 2016 the conversion price was adjusted to $0.164 The Corporation and the Holder may not convert that amount of the Conversion Amount on a Conversion Date in amounts that would result in the Holder having a beneficial ownership of Common Stock which would be in excess of the sum of (i) the number of shares of Common Stock beneficially owned by the Holder and its Affiliates on such Conversion Date, and (ii) the number of Conversion Shares issuable upon the conversion of the Conversion Amount with respect to which the determination of this provision is being made on such Conversion Date, which would result in the aggregate beneficial ownership by the Holder and its Affiliates of more than 4.99% of the outstanding shares of Common Stock of the Corporation. For the purposes of the proviso to the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the 1934 Act and Regulation 13d-3 thereunder. Subject to the foregoing, the Holder shall not be limited to successive exercises which would result in the aggregate issuance of more than 4.99%. The Holder may allocate which of the equity of the Corporation deemed beneficially owned by the Holder shall be included in the 4.99% amount described above and which shall be allocated to the excess above 4.99%. The Holder may waive the conversion limitation described in this Section in whole or in part, upon and effective after sixty-one (61) days’ prior written notice to the Corporation. The holders of our Series A do vote together with the holders of our Common Stock on an as converted basis on each matter submitted to a vote of holders of Common Stock. The number of votes that may be cast by a holder of Series A shall be equal to the number of shares of Common Stock issuable upon conversion of such Holder’s Series A on the record date for determining those stockholders entitled to vote on the matter. In addition, the affirmative vote of the holders of a majority of our outstanding Series A is required to for the following actions: (a) amending the Corporation’s certificate of incorporation or by-laws if such amendment would adversely affect the Series A (b) purchasing any of the Corporation’s securities other than required redemptions of Series A and repurchase under restricted stock and option agreements authorizing the Corporation’s employees; (c) effecting a Liquidation Event; (d) declaring or paying any dividends other than in respect of the Series A; and (e) issuing any additional securities having rights senior to or on parity with the Series A. During the years ended December 31, 2018 and 2017, the Company accrued $0 for liquidating damages on the Series A and $0 on the warrants associated with the Series A. During the year ended December 31, 2018 the Company converted the remaining Series A into the August 2018 Equity Raise. See below. Series B Cumulative Convertible Preferred Stock On December 21, 2015, 20,000 shares of preferred stock were designated as Series B Cumulative Convertible Preferred Stock (“Series B”). Each share of Series B shall have a stated value equal to $100.00 (as adjusted for any stock dividends, combinations or splits with respect to such shares) (the “Series B Stated Value”). The holders of outstanding shares of Series B shall be entitled to receive preferential dividends at the rate of 6% per share per annum on the Series B Stated Value, but before any dividend or other distribution will be paid or declared and set apart for payment on any shares of any Junior Stock as defined. Such dividends shall compound annually and be fully cumulative and shall accumulate from the date of original issuance of the Series B, and shall be payable quarterly, in arrears, commencing on the first day of the calendar quarter following the date on which the Series B is issued. Upon the occurrence of an Event of Default as defined below and while such Event of Default is outstanding, such dividend rate shall be increased to 15% per annum on the Series B Stated Value. At the Corporation’s option, such dividend payments may be made in (i) cash (ii) additional shares of Series B valued at the Series B Stated Value thereof, in an amount equal to 100% of the cash dividend otherwise payable or (iii) a combination of cash and additional shares of Series B, provided there is not an existing current Event of Default on the date on which a dividend payment is payable, in which event the Holder entitled to receive such dividend may elect to receive such dividends in cash or additional shares of Series B Preferred. The dividends on the Series B shall be cumulative whether or not declared so that, if at any time full cumulative dividends at the rate aforesaid on all shares of the Series B then outstanding from the date from and after which dividends thereon are cumulative to the end of the annual dividend period next preceding such time shall not have been paid or declared and set apart for payment, or if the full dividend on all such outstanding Series B for the then current dividend period shall not have been paid or declared and set apart for payment, the amount of the deficiency shall be paid or declared and set apart for payment before any sum shall be set apart for or applied by the Corporation or a subsidiary of the Corporation to the purchase, redemption or other acquisition of the Series B or any shares of any other class of stock ranking on a parity with the Series B and before any dividend or other distribution shall be paid or declared and set apart for payment on any Junior Stock and before any sum shall be set aside for or applied to the purchase, redemption or other acquisition of any Junior Stock. Holders of shares of Series B shall have the right at any time commencing after the issuance to convert such shares, accrued but unpaid declared dividends on the Series B into fully paid and non-assessable shares of Common Stock (the “Conversion Shares”) of the Corporation determined in accordance with the applicable conversion price (the “Conversion Price”). All declared or accrued but unpaid dividends may be converted at the election of the Holder together with or independent of the conversion of the Series B Stated Value of the Series B. The number of Conversion Shares issuable upon conversion of the Conversion Amount shall equal (i) the sum of (A) the Series B Stated Value being converted and/or (B) at the Holder’s election, accrued and unpaid dividends or any other component of the Conversion Amount, divided by (ii) the Conversion Price. The Conversion Price of the Series B shall be $0.30, subject to adjustment. During the year ended December 31, 2016 the conversion price was adjusted to $0.197. The Corporation and the Holder may not convert that amount of the Conversion Amount on a Conversion Date in amounts that would result in the Holder having a beneficial ownership of Common Stock which would be in excess of the sum of (i) the number of shares of Common Stock beneficially owned by the Holder and its Affiliates on such Conversion Date, and (ii) the number of Conversion Shares issuable upon the conversion of the Conversion Amount with respect to which the determination of this proviso is being made on such Conversion Date, which would result in the aggregate beneficial ownership by the Holder and its Affiliates of more than 4.99% of the outstanding shares of Common Stock of the Corporation. For the purposes of the proviso to the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the 1934 Act and Regulation 13d-3 thereunder. Subject to the foregoing, the Holder shall not be limited to successive exercises which would result in the aggregate issuance of more than 4.99%. The Holder may allocate which of the equity of the Corporation deemed beneficially owned by the Holder shall be included in the 4.99% amount described above and which shall be allocated to the excess above 4.99%. The Holder may waive the conversion limitation described in this Section in whole or in part, upon and effective after sixty-one (61) days’ prior written notice to the Corporation. The holders of our Series B do vote together with the holders of our Common Stock on an as converted basis on each matter submitted to a vote of holders of Common Stock. The number of votes that may be cast by a holder of Series B shall be equal to the number of shares of Common Stock issuable upon conversion of such Holder’s Series B on the record date for determining those stockholders entitled to vote on the matter. In addition, the affirmative vote of the holders of a majority of our outstanding Series B is required to for the following actions: (a) amending the Corporation’s certificate of incorporation or by-laws if such amendment would adversely affect the Series B (b) purchasing any of the Corporation’s securities other than required redemptions of Series B and repurchase under restricted stock and option agreements authorizing the Corporation’s employees; (c) effecting a Liquidation Event; (d) declaring or paying any dividends other than in respect of the Company’s Series A or Series B; and (e) issuing any additional securities having rights senior to the Series B. During the years ended December 31, 2018 and 2017, the Company accrued $0 for liquidating damages on the Series B and $0 on the warrants associated with the Series B. During the years ended December 31, 2018 and 2017, the Company issued 0 shares of Series B upon conversion of interest totaling $0. During the year ended December 31, 2018 the Company converted the remaining Series B into the August 2018 Equity Raise. See below. Series D Convertible Preferred Stock On January 29, 2016, 2,100,000 shares of preferred stock were designated as Series D Convertible Preferred Stock (“Series D”). Each share of Series A shall have a stated value equal to $100.00 (as adjusted for any stock dividends, combinations or splits with respect to such shares) (the “Series D Stated Value”). Holders of shares of Series D shall have the right at any time commencing after the issuance to convert such shares into fully paid and non-assessable shares of Common Stock (the “Conversion Shares”) of the Corporation determined in accordance with the applicable conversion price (the “Conversion Price”). The number of Conversion Shares issuable upon conversion of the Conversion Amount shall equal (i) the sum of (A) the Series D Stated Value being converted and/or (B) at the Holder’s election, accrued and unpaid dividends or any other component of the Conversion Amount, divided by (ii) the Conversion Price. The Conversion Price of the Series D is $0.25, subject to adjustment. The Company and the Holder may not convert that amount of the Conversion Amount on a Conversion Date in amounts that would result in the Holder having a beneficial ownership of Common Stock which would be in excess of the sum of (i) the number of shares of Common Stock beneficially owned by the Holder and its Affiliates on such Conversion Date, and (ii) the number of Conversion Shares issuable upon the conversion of the Conversion Amount with respect to which the determination of this proviso is being made on such Conversion Date, which would result in the aggregate beneficial ownership by the Holder and its Affiliates of more than 4.99% of the outstanding shares of Common Stock of the Corporation. For the purposes of the proviso to the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the 1934 Act and Regulation 13d-3 thereunder. Subject to the foregoing, the Holder shall not be limited to successive exercises which would result in the aggregate issuance of more than 4.99%. The Holder may allocate which of the equity of the Corporation deemed beneficially owned by the Holder shall be included in the 4.99% amount described above and which shall be allocated to the excess above 4.99%. The Holder may waive the conversion limitation described in this Section in whole or in part, upon and effective after sixty one (61) days’ prior written notice to the Corporation. The holders of Series D Preferred shall not be entitled to a vote on matters submitted to a vote of the stockholders of the Company. Also, as long as any shares of Series D Preferred are outstanding, the Company shall not, without the affirmative vote of all of the Holders of the then outstanding shares of the Series D Preferred, (a) alter or change adversely the powers, preferences or rights given to the Series D Preferred or alter or amend this Certificate of Designation, (b) amend its articles of incorporation or other charter documents in any manner that adversely affects any rights of the Holders, (c) increase the number of authorized shares of Series D Preferred, or (d) enter into any agreement with respect to any of the foregoing. During the year ended December 31, 2017, the Company converted 914 shares of Series D into 266,325 shares of common stock. Common Stock On January 30, 2017, the Company issued 947,440 shares of its restricted common stock to settle outstanding vendor liabilities of $353,732. In connection with this transaction the company also recorded a gain on settlement of vendor liabilities of $167,905. On February 7, 2017, the Company issued 1,767,633 shares of its restricted common stock to consultants in exchange for services at a fair value of $293,427. On February 1, 2017, the Company issued 800,000 shares of its restricted common stock to its placement agent. Such shares were issued pursuant to a Placement Agent Agreement with the Company and services rendered in connection with a private placement of the Company’s securities. On February 13, 2017, the Company issued 133,333 shares of its restricted common stock to its placement agent. Such shares were issued pursuant to a Placement Agent Agreement with the Company and services rendered in connection with a private placement of the Company’s securities. On January 31, 2018, the Company issued 18,750 shares of its restricted common stock to settle outstanding vendor liabilities of $3,750. In connection with this transaction the Company also recorded a gain on settlement of vendor liabilities of $375. During the year ended December 31, 2018, the Company issued 610,000 shares of its restricted common stock to consultants in exchange for services at a fair value of $116,300. These shares were recorded as common stock issued for prepaid services and will be expensed over the life of the consulting contract to share based payments. During the year ended December 31, 2018 the Company recorded $72,835 to share based payments. August 2018 Equity Raise Effective August 31, 2018 (the “Effective Date”), the Company consummated the initial closing (the “Initial Closing”) of a private placement offering of its securities of up to $5,000,000 (the “August 2018 Equity Raise”). In connection with the August 2018 Equity Raise, the Company entered into definitive securities purchase agreements (the “Purchase Agreements”) for aggregate gross proceeds of $2,787,462 The Purchaser Warrants are exercisable for a term of five years from the Initial Exercise Date (as defined in the Purchaser Warrants). In connection with the August 2018 Equity Raise, the Company will issue 2,200,000 shares of Common Stock, will pay fees of $161,406 and will grant warrants to purchase 139,984 shares of common stock at an exercise price of $0.30 per share for services rendered as the Company’s placement agent in the Private Offering. Letter Agreements for the Conversion of Debt and Preferred Stock In connection with the August 2018 Equity Raise, the Company entered into those certain letter agreements (the “Debt Conversion Agreements”) with certain holders of its debt securities (the “Debt Holders”), for the conversion of an aggregate amount of $7,997,939 of principal and $1,028,890 of accrued but unpaid interest of the Company’s debt obligations into 45,128,959 shares of Common Stock at a conversion price equal to $0.20 per share. Additionally, as inducement to enter into the Debt Conversion Agreement, the Debt Holders were issued warrants to purchase 22,564,504 shares of Common Stock at an exercise price equal to $0.30 per share, expiring five years from the date of issuance (the “Incentive Debt Warrants”). The Company recorded a Loss on extinguishment of debt of $2,913,934 in connection with of the debt conversions. See Notes 6, 7 and 8. Concurrently with its entrance in the Debt Conversion Agreements, the Company entered into those letter agreements (the “Preferred Stock Conversion Agreements”) with certain holders (the “Preferred Holders”) of its Series A Cumulative Convertible Preferred Stock and Series B Cumulative Convertible Preferred Stock (the “collectively, the Preferred Stock”) whereby the Preferred Holders converted 38,512 shares of the Preferred Stock into an aggregate of 26,866,582.00 shares of Common Stock at conversion prices equal to $0.19683 per share for Series A and $0.164 per share for Series B. As in an inducement to enter into the Preferred Stock Conversion Agreements, the Preferred Holders were issued warrants to purchase 13,433,305 shares of Common Stock at an exercise price equal to $0.30 per share, expiring five years from the date of issuance (the “Incentive Preferred Warrants”, and together with the Incentive Debt Warrants, the “Incentive Warrants”). The Company recorded an inducement of $2,016,634 in connection with of the Preferred conversions and is recorded as an adjustment to net loss attributable to common shareholders, on the statements of operations. Stock Options The Company applied fair value accounting for all share-based payments awards. The fair value of each option granted is estimated on the date of grant using the Black-Scholes option-pricing model. The assumptions used for options granted during the year ended December 31, 2018 and 2017 are as follows: December 31, 2018 December 31, 2017 Exercise price 0.30-0.75 0.16-0.75 Expected dividends 0% 0% Expected volatility 93.64%-116.27% 86.62% - 92.14% Risk free interest rate 2.2%-2.56 1.74% - 2.10% Expected life of option 3.6 - 4.3 years 5 years The following is a summary of the Company’s stock option activity: Options Weighted Weighted Average Remaining (in years) Balance – December 31, 2016 – outstanding 2,250,000 $ 0.34 4.38 Granted 15,499,990 0.43 5.00 Exercised - - - Cancelled/Modified (100,000 ) 0.40 - Balance – December 31, 2017 – outstanding 17,649,990 0.42 4.27 Balance – December 31, 2017 – exercisable 8,983,322 0.27 4.15 Balance – December 31, 2017 – outstanding 17,649,990 0.42 4.27 Granted - - - Exercised - - - Cancelled/Modified - - - Balance – December 31, 2018 – outstanding 17,649,990 0.42 3.27 Balance – December 31, 2018 – exercisable 15,316,654 $ 0.36 3.25 During the year ended December 31, 2018 the Company granted options of 500,000 to consultants. As of the date of this filing the company has not issued these options. At December 31, 2018, the aggregate intrinsic value of options outstanding and exercisable was $1,000 and $1,000, respectively. Stock-based compensation for stock options has been recorded in the consolidated statements of operations and totaled $320,564 and $1,092,970, for the year ended December 31, 2018 and 2017, respectively. The following is a summary of the Company’s stock options granted during the year ended December 31, 2018: Options Value Purpose for Grant 700,000 $ 56,495 Service Rendered Warrants The Company applied fair value accounting for all share-based payments awards. The fair value of each warrant granted is estimated on the date of grant using the Black-Scholes option-pricing model. The assumptions used for warrants granted during the year ended December 31, 2018 are as follows: December 31, 2018 December 31, Exercise price $0.20-0.30 $0.20-0.30 Expected dividends 0% 0% Expected volatility 92.14%-109.54% 96.76%-102.21% Risk free interest rate 1.64%-3.09% 1.63%-2.26% Expected life of warrant 4 - 5 years 5 years Warrant Activities The following is a summary of the Company’s warrant activity: Warrants Weighted Average Outstanding and Exercisable – December 31, 2016 15,541,666 $ 0.36 Granted 30,652,113 0.20 Exercised - - Forfeited/Cancelled - - Outstanding – December 31, 2017 46,193,779 0.25 Granted 64,665,283 0.27 Exercised - - Forfeited/Cancelled - - Outstanding and Exercisable – December 31, 2018 110,859,062 $ 0.27 Warrants Outstanding Warrants Exercisable Exercise price Number Outstanding Weighted Average Remaining Contractual Life (in years) Weighted Average Exercise Price Number Exercisable Weighted Average Exercise Price $ 0.27 110,859,062 3.84 0.27 110,819,062 0.27 During the year ended December 31, 2017, a total of 5,811,360 warrants were issued with promissory notes (See Note 6 above). In addition, the placement agent was granted a total of 487,755 warrants to purchase common stock. The warrants have a grant date fair value of $1,189,235 using a Black-Scholes option-pricing model and the above assumptions. During the year ended December 31, 2017, a total of 345,500 warrants were issued with notes payable – related party (See Note 8 above). The warrants have a grant date fair value of $38,109 using a Black-Scholes option-pricing model and the above assumptions. During the year ended December 31, 2017, a total of 7,115,129 warrants were issued with convertible notes payable – related party (See Note 8 above). The warrants have a grant date fair value of $680,037 using a Black-Scholes option-pricing model and the above assumptions. During the year ended December 31, 2018, a total of 2,962,884 warrants were issued with promissory notes (See Note 6 above). The warrants have a grant date fair value of $501,268 using a Black-Scholes option-pricing model and the above assumptions. During the year ended December 31, 2018, a total of 10,481,016 warrants were issued with convertible notes (See Note 7 above). The warrants have a grant date fair value of $1,284,683 using a Black-Scholes option-pricing model and the above assumptions. During the year ended December 31, 2018, a total of 2,530,242 warrants were issued with notes payable – related party (See Note 8 above). The warrants have a grant date fair value of $429,340 using a Black-Scholes option-pricing model and the above assumptions. During the year ended December 31, 2018, a total of 1,403,500 warrants were issued with convertible notes payable – related party (See Note 8 above). The warrants have a grant date fair value of $162,834 using a Black-Scholes option-pricing model and the above assumptions. During the year ended December 31, 2018, a total of 47,287,641 warrants were issued with the August 2018 Equity Raise (See above). The warrants have a grant date fair value of $6,418,381 using a Black-Scholes option-pricing model and the above assumptions. Stock Incentive Plan On December 9, 2015, Jerrick adopted the 2015 Stock Incentive and Award Plan (the “Plan”) which will provide for the issuance of up to 18,000,000 shares of the Company’s Common Stock. The purpose of the Plan is to provide additional incentive to those officers, employees, consultants and non-employee directors of the Company and its parents, subsidiaries and affiliates whose contributions are essential to the growth and success of the Company’s business. Eligible recipients of option awards are employees, officers, consultants or directors (including non-employee directors) of the Company or of any parent, subsidiary or affiliate of the Company. Upon recommendation from the Compensation Committee, the board has the authority to grant to any eligible recipient any options, restricted stock or other awards valued in whole or in part by reference to, or otherwise based on, our Common Stock. The provisions of each option granted need not be the same with respect to each option recipient. Option recipients shall enter into award agreements with us, in such form as the board shall determine. The Plan shall be administered by the Compensation Committee consisting of two or more independent, non-employee and outside directors. In the absence of such a Committee, the Board of the Company shall administer the Plan. Each Option shall contain the following material terms: (i) the purchase price of each share of Common Stock with respect to Incentive Options shall be determined by the Committee at the time of grant, shall not be less than 100% of the Fair Market Value (defined as the closing price on the final trading day immediately prior to the grant on the principal exchange or quotation system on which the Common Stock is listed or quoted, as applicable) of the Common Stock of the Jerrick, provided (ii) The purchase price of each share of Common Stock purchasable under a Non-qualified Option shall be at least 100% of the Fair Market Value of such share of Common Stock on the date the Non-qualified Option is granted, unless (iii) the term of each Option shall be fixed by the Committee, provided provided further (iv) subject to acceleration in the event of a Change of Control of the Jerrick (as further described in the Plan), the period during which the Options vest shall be designated by the Committee or, in the absence of any Option vesting periods designated by the Committee at the time of grant, shall vest and become exercisable in equal amounts on each fiscal quarter of the Jerrick through the four (4) year anniversary of the date on which the Option was granted; (v) no Option is transferable, and each is exercisable only by the recipient of such Option except in the event of the death of the recipient; and (vi) with respect to Incentive Options, the aggregate Fair Market Value of Common Stock exercisable for the first time during any calendar year shall not exceed $100,000. Each award of Restricted Stock is subject to the following material terms: (i) no rights to an award of Restricted Stock are granted to the intended recipient of Restricted Stock unless and until the grant of Restricted Stock is accepted within the period prescribed by the Compensation Committee; (ii) Restricted Stock shall not be delivered until they are free of any restrictions specified by the Compensation Committee at the time of grant; (iii) recipients of Restricted Stock have the rights of a stockholder of the Jerrick as of the date of the grant of the Restricted Stock; (iv) shares of Restricted Stock are forfeitable until the terms of the Restricted Stock grant have been satisfied or the employment with the Company is terminated; and (v) the Restricted Stock is not transferable until the date on which the Compensation Committee has specified such restrictions have lapsed. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies [Abstract] | |
Commitments and Contingencies | Note 11 – Commitments and Contingencies Lease Agreements On May 5, 2018, the Company signed a 5-year lease for approximately 2,300 square feet of office space at 2050 Center Avenue Suite 640, Fort Lee, New Jersey 07024. Commencement date of the lease is June 1, 2018. Total amount due under this lease is $411,150. Total future minimum payments required under the lease as of December 31, 2018 are as follows: Twelve Months Ending December 31, 2019 $ 75,358 2020 79,281 2021 83,321 2022 88,528 2023 53,935 Total $ 380,423 Rent expense for the years ended December 31, 2018 and 2017 was $179,186 and $146,056 respectively. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2018 | |
Income Taxes [Abstract] | |
Income Taxes | Note 12 – Income Taxes Components of deferred tax assets are as follows: December 31, 2018 December 31, 2017 Net deferred tax assets – Non-current: Depreciation $ 14,168 $ 10,500 Stock based compensation 533,187 350,622 Expected income tax benefit from NOL carry-forwards 3,413,650 1,953,856 Less valuation allowance (3,961,005 ) (2,314,978 ) Deferred tax assets, net of valuation allowance $ - $ - Income Tax Provision in the Consolidated Statements of Operations A reconciliation of the federal statutory income tax rate and the effective income tax rate as a percentage of income before income taxes is as follows: For the Year Ended For the Year Ended Federal statutory income tax rate 21.0 % 21.0 % State tax rate, net of federal benefit 6.5 % 6.3 % Change in valuation allowance on net operating loss carry-forwards (27.5 )% (27.3 )% Effective income tax rate 0.0 % 0.0 % Based on the available objective evidence, management believes it is more likely than not that the net deferred tax assets of the Company will not be fully realizable for the year ended December 31, 2018 and 2017. Accordingly, management had applied a full valuation allowance against net deferred tax assets as of December 31, 2018 and 2017. As of December 31, 2018, the Company had approximately $12.5 million of federal net operating loss carryforwards available to reduce future taxable income which will begin to expire in 2033 for both federal and state purposes. On December 22, 2017, the Tax Cuts and Jobs Act of 2017 (the “Act”) was signed into law making significant changes to the Internal Revenue Code of 1986, as amended (the “Code”). The Act reduces the federal corporate income tax rate from 35% to 21% effective for tax years beginning after December 31, 2017. ASC 470 requires the Company to remeasure the existing net deferred tax asset in the period of enactment. The Act also provides for immediate expensing of 100% or the costs of qualified property that is incurred and placed in service during the period from September 27, 2017 to December 31, 2022. Beginning January 1, 2023, the immediate expensing provision is phased down by 20% per year until it is completely phased out as of January 1, 2027. Additionally, effective January 1, 2018, the Act imposes possible limitations on the deductibility of interest expense. As a result of the provisions of the Act, the Company’s deduction for interest expense could be limited in future years. The effects of other provisions of the Act are not expected to have a material impact on the Company’s financial statements. On December 22, 2017, the SEC staff issued Staff Accounting Bulletin No. 118 (“SAB 118”) to provide guidance on accounting for the tax effects of the Act. SAB 118 provides a measurement period that begins in the reporting period that includes the Act’s enactment date and ends when an entity has obtained, prepared and analyzed the information that was needed in order to complete the accounting requirements under ASC 720. However, in no circumstance should the measurement period extend beyond one year from the enactment date. In accordance with SAB 118, a company must reflect in its financial statements the income tax effects of those aspects of the Act for which the accounting under ASC 740 is complete. SAB 118 provides that to the extent that a company’s accounting for certain income tax effects of the Tax Act is incomplete but it is able to determine a reasonable estimate, it must record a provisional estimate in the financial statements. The Company does not reflect a deferred tax asset in its financial statements but includes that calculation and valuation in its footnotes. We are still analyzing the impact of certain provisions of the Act and refining our calculations. The Company will disclose any change in the estimates as it refines the accounting for the impact of the Act. Federal and state tax laws impose limitations on the utilization of net operating losses and credit carryforwards in the event of an ownership change for tax purposes, as defined in Section 382 of the Internal Revenue Code. Accordingly, the Company’s ability to utilize these carryforwards may be limited as a result of an ownership change which may have already happened or may happen in the future. Such an ownership change could result in a limitation in the use of the net operating losses in future years and possibly a reduction of the net operating losses available. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 13 – Subsequent Events Subsequent to December 31, 2018 the company concluded the August 2018 Equity Raise. In connection with the August 2018 Equity Raise, the Company entered into definitive securities purchase agreements (the “Purchase Agreements) with an additional 25 accredited investors (the “Purchasers”) for aggregate gross proceeds of $581,829. Pursuant to the Purchase Agreements, the Purchasers purchased an aggregate of 2,727,320 shares of common stock at $0.25 per share and received warrants to purchase 2,727,320 shares of common stock at an exercise price of $0.30 per share (the “Purchaser Warrants”, collectively, the “Securities”). Subsequent to December 31, 2018 the company entered into four promissory note agreements with related parties. The Company received proceeds of $380,000. As additional consideration for entering in the promissory note agreements, the investors were granted a total of 417,500 warrants to purchase the Company’s common stock. Subsequent to December 31, 2018 the company entered into eight convertible promissory note agreements. The Company received proceeds of $655,000. As additional consideration for entering in the convertible promissory note agreements, the investors were granted a total of 864,600 warrants to purchase the Company’s common stock. Subsequent to December 31, 2018, the Company filed a tender offer statement on Schedule TO with the SEC, relating to the offer by the Company to holders of certain of the Company's outstanding warrants, each with an exercise price of $0.20, to receive an aggregate of 61,832,962 shares of the Company's Common Stock, by agreeing to receive thirty-three thousand three-hundred thirty-three (33,333) shares of Common Stock in exchange for every one-hundred thousand (100,000) warrants tendered by the holders of these warrants. As of the date of this filing, this tender offer by the Company remains open. On January 31, 2019, Mr. Rick Schwartz informed the Board of Directors (the “Board”) of Jerrick Media Holdings, Inc. (the “Company”), that he was resigning as the Company’s President, effective immediately. Mr. Schwartz’s resignation was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. Mr. Schwartz will continue on as an employee of the Company in the capacity of senior advisor. On January 31, 2019, the Board appointed Mr. Justin Maury as the Company’s new President. Mr. Maury has been with the Company since 2013 as an employee of the Company and previously led the Company’s product development. |
Significant and Critical Acco_2
Significant and Critical Accounting Policies and Practices (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Significant and Critical Accounting Policies and Practices [Abstract] | |
Basis of Presentation - Interim Financial Information | Basis of Presentation - Interim Financial Information The Company’s consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”). |
Use of Estimates and Assumptions and Critical Accounting Estimates and Assumptions | Use of Estimates and Assumptions and Critical Accounting Estimates and Assumptions The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Critical accounting estimates are estimates for which (a) the nature of the estimate is material due to the levels of subjectivity and judgment necessary to account for highly uncertain matters or the susceptibility of such matters to change and (b) the impact of the estimate on financial condition or operating performance is material. The Company’s critical accounting estimates and assumptions affecting the financial statements were: (i) Assumption as a going concern (ii) Fair value of long-lived assets: (iii) Valuation allowance for deferred tax assets (iv) Estimates and assumptions used in valuation of equity instruments These significant accounting estimates or assumptions bear the risk of change due to the fact that there are uncertainties attached to these estimates or assumptions, and certain estimates or assumptions are difficult to measure or value. Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable in relation to the financial statements taken as a whole under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Management regularly evaluates the key factors and assumptions used to develop the estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such evaluations, if deemed appropriate, those estimates are adjusted accordingly. Actual results could differ from those estimates. |
Principles of consolidation | Principles of consolidation The Company consolidates all majority-owned subsidiaries, if any, in which the parent’s power to control exists. As of December 31, 2018, the Company’s consolidated subsidiaries and/or entities are as follows: Name of combined affiliate State or other jurisdiction of incorporation or organization Company interest Jerrick Ventures LLC The State of Delaware 100% Jerrick Australia Pty Ltd Australia 100% All inter-company balances and transactions have been eliminated. Jerrick Australia Pty Ltd does not have any operations. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in U.S. GAAP and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below: Level 1 Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. Level 2 Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 3 Pricing inputs that are generally observable inputs and not corroborated by market data. Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument. The carrying amount of the Company’s financial assets and liabilities, such as cash, prepaid expenses, accounts payable and accrued liabilities and accrued liquidating damages approximate their fair value because of the short maturity of those instruments. Transactions involving related parties cannot be presumed to be carried out on an arm’s-length basis, as the requisite conditions of competitive, free-market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm’s-length transactions unless such representations can be substantiated. |
Cash Equivalents | Cash Equivalents The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. The Company minimizes its credit risk associated with cash by periodically evaluating the credit quality of its primary financial institution. The balance at times may exceed federally insured limits. |
Property and Equipment | Property and Equipment Property and equipment are recorded at cost. Expenditures for major additions and betterments are capitalized. Maintenance and repairs are charged to operations as incurred. Depreciation is computed by the straight-line method (after taking into account their respective estimated residual values) over the estimated useful lives of the respective assets as follows: Estimated Useful Life (Years) Computer equipment and software 3 Furniture and fixture 5 Leasehold improvements 5 Upon sale or retirement of property and equipment, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in the consolidated statements of operations. |
Investments - Cost Method, Equity Method and Joint Venture | Investments - Cost Method, Equity Method and Joint Venture In accordance with sub-topic 323-10 of the FASB ASC (“Sub-topic 323-10”), the Company accounts for investments in common stock of an investee for which the Company has significant influence in the operating or financial policies even though the Company holds 50% or less of the common stock or in-substance common stock. On January 2, 2013, the Company purchased a minority interest in a business for proceeds of $83,333. The interest was accounted for under the cost method. The Company tests the carrying value annually for impairment. The company recorded an impairment of minority investment of $83,333 during the year ended December 31, 2017. |
Commitments and Contingencies | Commitments and Contingencies The Company follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies. Certain conditions may exist as of the date the consolidated financial statements are issued, which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or un-asserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or un-asserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein. If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s consolidated financial statements. If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed. Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. |
Derivative Liability | Derivative Liability The Company evaluates its debt and equity issuances to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for in accordance with paragraph 815-10-05-4 and Section 815-40-25 of the FASB Accounting Standards Codification. The result of this accounting treatment is that the fair value of the embedded derivative is marked-to-market each balance sheet date and recorded as either an asset or a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the consolidated statement of operations as other income or expense. Upon conversion, exercise or cancellation of a derivative instrument, the instrument is marked to fair value at the date of conversion, exercise or cancellation and then the related fair value is reclassified to equity. In circumstances where the embedded conversion option in a convertible instrument is required to be bifurcated and there are also other embedded derivative instruments in the convertible instrument that are required to be bifurcated, the bifurcated derivative instruments are accounted for as a single, compound derivative instrument. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. Equity instruments that are initially classified as equity that become subject to reclassification are reclassified to liability at the fair value of the instrument on the reclassification date. Derivative instrument liabilities will be classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument is expected within 12 months of the balance sheet date. The Company adopted Section 815-40-15 of the FASB Accounting Standards Codification (“Section 815-40-15”) to determine whether an instrument (or an embedded feature) is indexed to the Company’s own stock. Section 815-40-15 provides that an entity should use a two-step approach to evaluate whether an equity-linked financial instrument (or embedded feature) is indexed to its own stock, including evaluating the instrument’s contingent exercise and settlement provisions. The Company changed its method of accounting for the debt and warrants through the early adoption of ASU 2017-11 during the year ended December 31, 2017 on a retrospective basis. The Company utilizes an option pricing model to compute the fair value of the derivative and to mark to market the fair value of the derivative at each balance sheet date. The Company records the change in the fair value of the derivative as other income or expense in the condensed consolidated statements of operations. |
Revenue Recognition | Revenue Recognition On January 1, 2018, we adopted Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (Topic 606), which supersedes the revenue recognition requirements in Accounting Standards Codification (ASC) Topic 605, Revenue Recognition (Topic 605), using the modified retrospective transition method applied to those contracts which were not completed as of January 1, 2018. Results for reporting periods beginning after January 1, 2018 are presented under Topic 606, while prior period amounts have not been adjusted and continue to be reported in accordance with our historic accounting under Topic 605. The impact of adopting the new revenue standard was not material to our condensed consolidated financial statements and there was no adjustment to beginning retained earnings on January 1, 2018. Under Topic 606, revenue is recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. We determine revenue recognition through the following steps: ● identification of the contract, or contracts, with a customer; ● identification of the performance obligations in the contract; ● determination of the transaction price; ● allocation of the transaction price to the performance obligations in the contract; and ● recognition of revenue when, or as, we satisfy a performance obligation. Revenue disaggregated by revenue source for the years ended December 31, 2018 and 2017 consists of the following: Year Ended December 31, 2018 2017 Branded content $ 60,485 14,190 Affiliate sales 11,553 10,016 Other revenue 8,860 71,447 $ 80,898 $ 95,653 Branded Content Branded content represents the revenue recognized from the Company’s obligation to create and publish branded articles for the Client on the Vocal platform and promote said stories, tracking engagement for the Client. The performance obligation is satisfied when the Company successfully publishes the articles on its platform and meets any required promotional milestones as per the contract. The revenue is recognized over time as the services are performed. Below are the significant components of a typical agreement pertaining to branded content revenue: ● The Company will collect fixed fees ranging from $1,000 to $15,000 ● The articles are created and published within three months of the signed agreement, or as previously negotiated with the Client ● The articles are promoted per the contract and engagement reports are provided to the Client ● The Client pays 50% at signing and 50% upon completion ● Most contracts include provisions for Clients to acquire content rights at the end of the campaign for a flat fee Affiliate sales Affiliate sales represents the commission the Company receives when a purchase is made through affiliate links placed within content hosted on the Vocal platform. Affiliate revenue is earned on a "click through" basis, upon referring visitors, via said links, to an affiliate's site and having them complete a specific outcome, most commonly a product purchase. The Company uses multiple affiliate platforms, such as Skimlinks, to form and maintain thousands of vendor relationships. Each vendor establishes their own commission percentage, which typically range from 2-20%. The revenue is recognized upon receipt as reliable estimates could not be made. |
Deferred Revenue | Deferred Revenue Deferred revenue consists of billings and payments from clients in advance of revenue recognition. As of December 31, 2018, the Company had deferred revenue of $9,005. The Company will typically record this as revenue within the next three months as the performance obligations are met. |
Accounts Receivable and Allowances | Accounts Receivable and Allowances Accounts receivable are recorded and carried when the Company uploads the articles and reaches the required number of views on the platform. We make estimates for the allowance for doubtful accounts and allowance for unbilled receivables based upon our assessment of various factors, including historical experience, the age of the accounts receivable balances, credit quality of our customers, current economic conditions, and other factors that may affect our ability to collect from customers. The Company did not record an allowance during the years ended December 31, 2018 and 2017. |
Stock-Based Compensation | Stock-Based Compensation The Company recognizes compensation expense for all equity–based payments granted to employees in accordance with ASC 718 “Compensation – Stock Compensation”. Restricted stock awards are granted at the discretion of the Company. These awards are restricted as to the transfer of ownership and generally vest over the requisite service periods, typically over a five-year period (vesting on a straight–line basis). The fair value of a stock award is equal to the fair market value of a share of Company stock on the grant date. The fair value of an option award is estimated on the date of grant using the Black–Scholes option valuation model. The Black–Scholes option valuation model requires the development of assumptions that are inputs into the model. These assumptions are the value of the underlying share, the expected stock volatility, the risk–free interest rate, the expected life of the option, the dividend yield on the underlying stock and the expected forfeiture rate. Expected volatility is benchmarked against similar companies in a similar industry over the expected option life and other appropriate factors. Risk–free interest rates are calculated based on continuously compounded risk–free rates for the appropriate term. The dividend yield is assumed to be zero as the Company has never paid or declared any cash dividends on its Common stock and does not intend to pay dividends on its Common stock in the foreseeable future. The expected forfeiture rate is estimated based on management’s best estimate. Determining the appropriate fair value model and calculating the fair value of equity–based payment awards requires the input of the subjective assumptions described above. The assumptions used in calculating the fair value of equity–based payment awards represent management’s best estimates, which involve inherent uncertainties and the application of management’s judgment. As a result, if factors change and the Company uses different assumptions, our equity–based compensation could be materially different in the future. In addition, the Company is required to estimate the expected forfeiture rate and recognize expense only for those shares expected to vest. If the Company’s actual forfeiture rate is materially different from its estimate, the equity–based compensation could be significantly different from what the Company has recorded in the current period. The Company accounts for share–based payments granted to non–employees in accordance with ASC 505-40, “Equity Based Payments to Non–Employees”. The Company determines the fair value of the stock–based payment as either the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. If the fair value of the equity instruments issued is used, it is measured using the stock price and other measurement assumptions as of the earlier of either (1) the date at which a commitment for performance by the counterparty to earn the equity instruments is reached, or (2) the date at which the counterparty’s performance is complete. The fair value of the equity instruments is re-measured each reporting period over the requisite service period. |
Income Taxes | Income Taxes Income taxes are provided in accordance with ASC No. 740, “ Accounting for Income Taxes Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. Management makes judgments as to the interpretation of the tax laws that might be challenged upon an audit and cause changes to previous estimates of tax liability. In addition, the Company operates within multiple taxing jurisdictions and is subject to audit in these jurisdictions. In management’s opinion, adequate provisions for income taxes have been made for all years. If actual taxable income by tax jurisdiction varies from estimates, additional allowances or reversals of reserves may be necessary. |
Loss Per Share | Loss Per Share Basic net loss per common share is computed by dividing net loss attributable to common stockholders by the weighted-average number of common shares outstanding during the period. Diluted net loss per common share is determined using the weighted-average number of common shares outstanding during the period, adjusted for the dilutive effect of common stock equivalents. In periods when losses are reported, which is the case for the year ended December 31, 2018 and 2017 presented in these consolidated financial statements, the weighted-average number of common shares outstanding excludes common stock equivalents because their inclusion would be anti-dilutive. The Company had the following common stock equivalents at December 31, 2018 and 2017: December 31, December 31, Series A Preferred stock - 192,567 Series B Preferred stock - 40,929 Options 17,649,990 17,749,990 Warrants 110,859,062 46,193,779 Convertible notes - related party 2,889 7,080,128 Convertible notes 839,764 17,749,990 Totals 129,351,705 88,773,887 |
Reclassifications | Reclassifications Certain prior year amounts in the consolidated financial statements and the notes thereto have been reclassified where necessary to conform to the current year presentation. These reclassifications did not affect the prior period total assets, total liabilities, stockholders’ deficit, net loss or net cash used in operating activities. |
Recently Adopted Accounting Guidance | Recently Adopted Accounting Guidance In April 2016, the FASB issued ASU No. 2016-09, “Compensation – Stock Compensation” (topic 718). The FASB issued this update to improve the accounting for employee share-based payments and affect all organizations that issue share-based payment awards to their employees. Several aspects of the accounting for share-based payment award transactions are simplified, including: (a) income tax consequences; (b) classification of awards as either equity or liabilities; and (c) classification on the statement of cash flows. The updated guidance is effective for annual periods beginning after December 15, 2016, including interim periods within those fiscal years. Early adoption of the update is permitted. The adoption of ASU 2016-09 did not have a material effect on its financial position or results of operations or cash flows. In April 2016, the FASB issued ASU No. 2016-10, “Revenue from Contracts with Customers: Identifying Performance Obligations and Licensing” (topic 606). In March 2016, the FASB issued ASU No. 2016-08, “Revenue from Contracts with Customers: Principal versus Agent Considerations (Reporting Revenue Gross versus Net)” (topic 606). These amendments provide additional clarification and implementation guidance on the previously issued ASU 2014-09, “Revenue from Contracts with Customers”. The amendments in ASU 2016-10 provide clarifying guidance on materiality of performance obligations; evaluating distinct performance obligations; treatment of shipping and handling costs; and determining whether an entity’s promise to grant a license provides a customer with either a right to use an entity’s intellectual property or a right to access an entity’s intellectual property. The amendments in ASU 2016-08 clarify how an entity should identify the specified good or service for the principal versus agent evaluation and how it should apply the control principle to certain types of arrangements. The adoption of ASU 2016-10 and ASU 2016-08 is to coincide with an entity’s adoption of ASU 2014-09, which we adopted for interim and annual reporting periods beginning after December 15, 2017. The adoption of ASU 2016-10 did not have a material effect on its financial position or results of operations or cash flows. In May 2016, the FASB issued ASU No. 2016-12, “Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients”, which narrowly amended the revenue recognition guidance regarding collectability, noncash consideration, presentation of sales tax and transition and is effective during the same period as ASU 2014-09. The adoption of ASU 2016-12 did not have a material effect on its financial position or results of operations or cash flows. In August 2016, the FASB issued ASU 2016-15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments” (“ASU 2016-15”). ASU 2016-15 will make eight targeted changes to how cash receipts and cash payments are presented and classified in the statement of cash flows. ASU 2016-15 is effective for fiscal years beginning after December 15, 2017. The new standard will require adoption on a retrospective basis unless it is impracticable to apply, in which case it would be required to apply the amendments prospectively as of the earliest date practicable. The adoption of ASU 2016-15 did not have a material effect on its financial position or results of operations or cash flows. In November 2016, the FASB issued ASU 2016-18, “Statement of Cash Flows (Topic 230)”, requiring that the statement of cash flows explain the change in the total cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. This guidance is effective for fiscal years, and interim reporting periods therein, beginning after December 15, 2017 with early adoption permitted. The provisions of this guidance are to be applied using a retrospective approach which requires application of the guidance for all periods presented. The adoption of ASU 2016-18 did not have a material effect on its financial position or results of operations or cash flows. In July 2017, the FASB issued ASU 2017-11, “Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480) and Derivatives and Hedging (Topic 815): I. Accounting for Certain Financial Instruments with Down Round Features; II. Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception”. Part I of this update addresses the complexity of accounting for certain financial instruments with down round features. Down round features are features of certain equity-linked instruments (or embedded features) that result in the strike price being reduced on the basis of the pricing of future equity offerings. Current accounting guidance creates cost and complexity for entities that issue financial instruments (such as warrants and convertible instruments) with down round features that require fair value measurement of the entire instrument or conversion option. Part II of this update addresses the difficulty of navigating Topic 480, Distinguishing Liabilities from Equity, because of the existence of extensive pending content in the FASB Accounting Standards Codification. This pending content is the result of the indefinite deferral of accounting requirements about mandatorily redeemable financial instruments of certain nonpublic entities and certain mandatorily redeemable noncontrolling interests. The amendments in Part II of this update do not have an accounting effect. This ASU is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018. The Company early adopted the ASU 2017-11 in the year ending December 31, 2017. In May 2017, the FASB issued ASU 2017-09, “Compensation—Stock Compensation (Topic 718): Scope of Modification Accounting,” which provides guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718. The adoption of ASU 2017-09 did not have a material effect on its financial position or results of operations or cash flows. |
Recent Accounting Guidance Not Yet Adopted | Recent Accounting Guidance Not Yet Adopted In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842).” Under ASU 2016-02, lessees will, among other things, require lessees to recognize a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis; and a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. ASU 2016-02 does not significantly change lease accounting requirements applicable to lessors; however, certain changes were made to align, where necessary, lessor accounting with the lessee accounting model and ASC Topic 606, “Revenue from Contracts with Customers.” ASU 2016-02 will be effective for us on January 1, 2019 and initially required transition using a modified retrospective approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. In July 2018, the FASB issued ASU 2018-11 , “Leases (Topic 842) - Targeted Improvements,” which, among other things, provides an additional transition method that would allow entities to not apply the guidance in ASU 2016-02 in the comparative periods presented in the financial statements and instead recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. In December 2018, the FASB also issued ASU 2018-20, “Leases (Topic 842) - Narrow-Scope Improvements for Lessors,” which provides for certain policy elections and changes lessor accounting for sales and similar taxes and certain lessor costs. As of January 1, 2019, the Company adopted ASU 2016-02 and has recorded a right-of-use asset and lease liability on the balance sheet for its operating leases. We elected to apply certain practical expedients provided under ASU 2016-02 whereby we will not reassess(i) whether any expired or existing contracts are or contain leases, (ii) the lease classification for any expired or existing leases and (iii) initial direct costs for any existing leases. We also do not expect to apply the recognition requirements of ASU 2016-02 to any short-term leases (as defined by related accounting guidance). We expect to account for lease and non-lease components separately because such amounts are readily determinable under our lease contracts and because we expect this election will result in a lower impact on our balance sheet. In October 2016, the FASB issued ASU 2016-16, “Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other than Inventory”, which eliminates the exception that prohibits the recognition of current and deferred income tax effects for intra-entity transfers of assets other than inventory until the asset has been sold to an outside party. The updated guidance is effective for annual periods beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption of the update is permitted. The Company is currently evaluating the impact of the new standard. Management does not believe that any recently issued, but not yet effective accounting pronouncements, when adopted, will have a material effect on the accompanying consolidated financial statements. |
Significant and Critical Acco_3
Significant and Critical Accounting Policies and Practices (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Significant and Critical Accounting Policies and Practices [Abstract] | |
Schedule of consolidated subsidiaries and/or entities | Name of combined affiliate State or other jurisdiction of incorporation or organization Company interest Jerrick Ventures LLC The State of Delaware 100% Jerrick Australia Pty Ltd Australia 100% |
Schedule of property and equipment estimated useful lives | Estimated Useful Life (Years) Computer equipment and software 3 Furniture and fixture 5 Leasehold improvements 5 |
Schedule of revenue disaggregated by revenue | Year Ended December 31, 2018 2017 Branded content $ 60,485 14,190 Affiliate sales 11,553 10,016 Other revenue 8,860 71,447 $ 80,898 $ 95,653 |
Schedule of common stock equivalents | December 31, December 31, Series A Preferred stock - 192,567 Series B Preferred stock - 40,929 Options 17,649,990 17,749,990 Warrants 110,859,062 46,193,779 Convertible notes - related party 2,889 7,080,128 Convertible notes 839,764 17,749,990 Totals 129,351,705 88,773,887 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Property and Equipment [Abstract] | |
Schedule of property and equipment | December 31, 2018 December 31, Computer Equipment $ 223,574 $ 234,315 Furniture and Fixtures 61,803 61,803 Leasehold Improvements 25,446 - 310,823 296,118 Less: Accumulated Depreciation (268,380 ) (248,062 ) $ 42,443 $ 48,056 |
Line of Credit (Tables)
Line of Credit (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Line of Credit/Notes Payable/Convertible Note Payable [Abstract] | |
Schedule of line of credit | Outstanding Balances as of December 31, 2018 December 31, 2017 Revolving Note - 44,996 $ - $ 44,996 |
Notes Payable (Tables)
Notes Payable (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Line of Credit/Notes Payable/Convertible Note Payable [Abstract] | |
Schedule of notes payable | Outstanding Principal as of Warrants December 31, December 31, Interest Rate Maturity Date Quantity Exercise The February 2017 Offering $ - $ 400,000 12 % September 1, 2017 2,450,000 $ 0.20 The June 2017 Loan Agreement - 50,000 12 % September 1, 2017 35,000 0.20 The First November 2017 Loan Agreement - 100,000 15 % January 12, 2018 - - The Second November 2017 Loan Agreement - 50,000 15 % January 13, 2018 - - The Third November 2017 Loan Agreement - 100,000 15 % January 13, 2018 - - July 2018 Loan Agreement 50,000 - 6 % August 2018 300,000 - 50,000 700,000 Less: Debt Discount - (10,500 ) Less: Debt Issuance Costs (74 ) - $ 49,926 $ 689,500 |
Convertible Note Payable (Table
Convertible Note Payable (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Line of Credit/Notes Payable/Convertible Note Payable [Abstract] | |
Schedule of convertible notes payable | Outstanding Principal as of Warrants December 31, December 31, Interest Conversion Maturity Date Quantity Exercise The November 2016 Convertible Note Offering $ - $ 25,000 10 % 0.30 November 1, 2017 400,000 $ 0.30 The June 2017 Convertible Note Offering - 71,500 12 % Not Applicable September 1, 2017 114,700 0.20 The August 2017 Convertible Note Offering - 2,943,884 15 % 0.20 (*) August – November 2019 14,716,419 0.20 The First December 2017 Note - 100,000 15 % 0.20 (*) December 21, 2019 500,000 0.20 The February 2018 Convertible Note Offering 75,000 - 15 % 0.20 (*) January – February 2020 5,078,375 0.20 The January 2018 - - 0.20 (*) January 12, 2020 343,806 0.20 The February 2018 Note - - 18 % 0.20 (*) February 8, 2020 81,500 0.20 The March 2018 Convertible Note Offering 75,000 - 14 % 0.20 (*) March – April 2020 4,806,833 0.20 150,000 3,140,384 Less: Debt Discount (17,280 ) (452,022 ) Less: Debt Issuance Costs (9,239 ) (79,569 ) 123,481 2,608,793 Less: Current Debt - (96,500 ) Total Long-Term Debt $ 123,481 $ 2,512,293 (*) As subject to adjustment as further outlined in the notes |
Related Party Loans (Tables)
Related Party Loans (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Related Party Loans [Abstract] | |
Schedule of convertible notes payable - related party | Outstanding Principal as of Warrants December 31, 2018 December 31, 2017 Interest Rate Maturity Date Quantity Exercise Price The August 2017 Convertible Note Offering $ - $ 1,416,026 15 % August – October 2019 4,589,466 $ 0.20 The Second December 2017 Note - 100,000 15 % December 21, 2019 500,000 0.20 The February 2018 Convertible Note Offering - - 15 % January – February 2020 125,000 0.20 The Second February 2018 Note - - 20 % September 30, 2018 81,500 0.20 The March 2018 Convertible Note Offering 400 - 14 % March 2020 1,197,000 0.20 400 1,516,026 Less: Debt Discount (72 ) (170,780 ) Less: Debt Issuance Costs - - 328 1,345,246 Less: Current Debt - - Total Long-Term Debt $ 328 $ 1,345,246 |
Schedule of notes payable - related party | Outstanding Principal as of Warrants December 31, December 31, Interest Maturity Date Quantity Exercise The May 2016 Rosen Loan Agreement $ 1,000,000 $ 1,000,000 13 % November 26, 2017 1,000,000 $ 0.40 The September 2017 Rosen Loan Agreement - 224,000 18 % September 24, 2017 125,000 0.20 The November 2017 Schiller Loan Agreement - 25,000 15 % December 31, 2017 - - The May 2018 Schiller Loan Agreements - - 13 % February 2, 2019 300,000 0.20 The June 2018 Frommer Loan Agreement 10,000 - 6 % August 17, 2018 30,000 0.20 The July 2018 Rosen Loan Agreement 56,695 - 6 % August 17, 2018 30,000 0.20 The July 2018 Schiller Loan Agreements 40,000 - 6 % August 17, 2018 150,000 0.20 The December 2018 Gravitas Loan Agreement 50,000 - 6 % January 22, 2019 50,000 0.30 The December 2018 Rosen Loan Agreement 75,000 - 6 % January 26, 2019 75,000 0.30 1,231,695 1,249,000 Less: Debt Discount (8,125 ) - 1,223,570 Less: Current Debt (1,223,570 ) - $ - $ 1,249,000 |
Capital Leases Payable (Tables)
Capital Leases Payable (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Capital Leases Payable [Abstract] | |
Schedule of capital lease obligation | December 31, December 31, (i) Capital lease obligation to a financing company for a term of five (5) years, collateralized by equipment, with interest at 10.0% per annum, with principal and interest due and payable in monthly installments of $383.10 $ 4,732 $ 4,732 Less current maturities (4,732 ) (4,732 ) Capital lease obligation, net of current maturities - - Total Capital Lease Obligation $ 4,732 $ 4,732 |
Schedule of capital leases maturity | 2018: $ 4,732 $ 4,732 |
Derivative Liabilities (Tables)
Derivative Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Derivative Liabilities [Abstract] | |
Schedule of fair value of the derivative liability | Low High Annual dividend rate 0 % 0 % Expected life 0.58 0.75 Risk-free interest rate 1.11 % 1.16 % Expected volatility 90.71 % 93.55 % |
Schedule of changes in derivative liabilities | Year Ended Level 1 Level 2 Level 3 Derivative liabilities as January 1, 2017 $ - $ - $ - Addition - - 332,942 Conversion - - Extinguishment Expense (397,288 ) Gain on changes in fair value - - 64,346 Derivative liabilities as December 31, 2017 $ - $ - $ - |
Stockholders' Deficit (Tables)
Stockholders' Deficit (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Stock Options [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Summary of assumptions used for options and warrants granted | December 31, 2018 December 31, 2017 Exercise price 0.30-0.75 0.16-0.75 Expected dividends 0% 0% Expected volatility 93.64%-116.27% 86.62% - 92.14% Risk free interest rate 2.2%-2.56 1.74% - 2.10% Expected life of option 3.6 - 4.3 years 5 years |
Summary of stock option and warrant activity | Options Weighted Weighted Average Remaining (in years) Balance – December 31, 2016 – outstanding 2,250,000 $ 0.34 4.38 Granted 15,499,990 0.43 5.00 Exercised - - - Cancelled/Modified (100,000 ) 0.40 - Balance – December 31, 2017 – outstanding 17,649,990 0.42 4.27 Balance – December 31, 2017 – exercisable 8,983,322 0.27 4.15 Balance – December 31, 2017 – outstanding 17,649,990 0.42 4.27 Granted - - - Exercised - - - Cancelled/Modified - - - Balance – December 31, 2018 – outstanding 17,649,990 0.42 3.27 Balance – December 31, 2018 – exercisable 15,316,654 $ 0.36 3.25 |
Summary of stock options granted | Options Value Purpose for Grant 700,000 $ 56,495 Service Rendered |
Warrants [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Summary of assumptions used for options and warrants granted | December 31, 2018 December 31, Exercise price $0.20-0.30 $0.20-0.30 Expected dividends 0% 0% Expected volatility 92.14%-109.54% 96.76%-102.21% Risk free interest rate 1.64%-3.09% 1.63%-2.26% Expected life of warrant 4 - 5 years 5 years |
Summary of stock option and warrant activity | Warrants Weighted Average Outstanding and Exercisable – December 31, 2016 15,541,666 $ 0.36 Granted 30,652,113 0.20 Exercised - - Forfeited/Cancelled - - Outstanding – December 31, 2017 46,193,779 0.25 Granted 64,665,283 0.27 Exercised - - Forfeited/Cancelled - - Outstanding and Exercisable – December 31, 2018 110,859,062 $ 0.27 |
Summary of outstanding and exercisable | Warrants Outstanding Warrants Exercisable Exercise price Number Outstanding Weighted Average Remaining Contractual Life (in years) Weighted Average Exercise Price Number Exercisable Weighted Average Exercise Price $ 0.27 110,859,062 3.84 0.27 110,819,062 0.27 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies [Abstract] | |
Schedule of future minimum lease payments | Twelve Months Ending December 31, 2019 $ 75,358 2020 79,281 2021 83,321 2022 88,528 2023 53,935 Total $ 380,423 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Income Taxes [Abstract] | |
Schedule of components of deferred tax assets | December 31, 2018 December 31, 2017 Net deferred tax assets – Non-current: Depreciation $ 14,168 $ 10,500 Stock based compensation 533,187 350,622 Expected income tax benefit from NOL carry-forwards 3,413,650 1,953,856 Less valuation allowance (3,961,005 ) (2,314,978 ) Deferred tax assets, net of valuation allowance $ - $ - |
Schedule of reconciliation of the federal statutory income tax rate | For the Year Ended For the Year Ended Federal statutory income tax rate 21.0 % 21.0 % State tax rate, net of federal benefit 6.5 % 6.3 % Change in valuation allowance on net operating loss carry-forwards (27.5 )% (27.3 )% Effective income tax rate 0.0 % 0.0 % |
Organization and Operations (De
Organization and Operations (Details) | Feb. 05, 2016shares |
Kent Campbell [Member] | |
Organization and Operations (Textual) | |
Cancelled of common stock | 781,818 |
Jerrick Ventures, Inc. [Member] | Series A Convertible Preferred Stock [Member] | |
Organization and Operations (Textual) | |
Issuance of common shares for cash | 33,415 |
Jerrick Ventures, Inc. [Member] | Series B Convertible Preferred Stock [Member] | |
Organization and Operations (Textual) | |
Issuance of common shares for cash | 8,064 |
Great Plains Holdings, Inc. [Member] | |
Organization and Operations (Textual) | |
Issuance of common shares for cash | 28,500,000 |
Significant and Critical Acco_4
Significant and Critical Accounting Policies and Practices (Details) | 12 Months Ended |
Dec. 31, 2018 | |
Jerrick Ventures LLC [Member] | |
Name of combined affiliate | Jerrick Ventures LLC |
State or other jurisdiction of incorporation or organization | The State of Delaware |
Company interest | 100.00% |
Jerrick Australia Pty Ltd [Member] | |
Name of combined affiliate | Jerrick Australia Pty Ltd |
State or other jurisdiction of incorporation or organization | Australia |
Company interest | 100.00% |
Significant and Critical Acco_5
Significant and Critical Accounting Policies and Practices (Details 1) | 12 Months Ended |
Dec. 31, 2018 | |
Computer equipment and software [Member] | |
Property and Equipment, Estimated Useful Life (Years) | 3 years |
Furniture and fixture [Member] | |
Property and Equipment, Estimated Useful Life (Years) | 5 years |
Leasehold improvement [Member] | |
Property and Equipment, Estimated Useful Life (Years) | 5 years |
Significant and Critical Acco_6
Significant and Critical Accounting Policies and Practices (Details 2) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Acquired Indefinite-lived Intangible Assets [Line Items] | ||
Net revenue | $ 80,898 | $ 95,653 |
Branded content [Member] | ||
Acquired Indefinite-lived Intangible Assets [Line Items] | ||
Net revenue | 60,485 | 14,190 |
Affiliate sales [Member] | ||
Acquired Indefinite-lived Intangible Assets [Line Items] | ||
Net revenue | 11,553 | 10,016 |
Other revenue [Member] | ||
Acquired Indefinite-lived Intangible Assets [Line Items] | ||
Net revenue | $ 8,860 | $ 71,447 |
Significant and Critical Acco_7
Significant and Critical Accounting Policies and Practices (Details 3) - shares | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Common stock equivalents, total | 129,351,705 | 88,773,887 |
Series A Preferred stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Common stock equivalents, total | 192,567 | |
Series B Preferred stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Common stock equivalents, total | 40,929 | |
Convertible notes [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Common stock equivalents, total | 839,764 | 17,749,990 |
Convertible notes - related party [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Common stock equivalents, total | 2,889 | 7,080,128 |
Options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Common stock equivalents, total | 17,649,990 | 17,749,990 |
Significant and Critical Acco_8
Significant and Critical Accounting Policies and Practices (Details Textual) - USD ($) | Jan. 02, 2013 | Dec. 31, 2018 | Dec. 31, 2017 |
Significant and Critical Accounting Policies and Practices (Textual) | |||
Investments minority interest | $ 83,333 | ||
Description of investments cost method equity method and joint venture | The Company holds 50% or less of the common stock or in-substance common stock. | ||
Impairment of minority investment | $ 83,333 | ||
Deferred revenue | 9,005 | ||
Minimum [Member] | |||
Significant and Critical Accounting Policies and Practices (Textual) | |||
Fixed fees ranging | $ 1,000 | ||
Affiliate sales percentage | 2.00% | ||
Maximum [Member] | |||
Significant and Critical Accounting Policies and Practices (Textual) | |||
Fixed fees ranging | $ 15,000 | ||
Affiliate sales percentage | 20.00% | ||
Securities purchase agreement [Member] | |||
Significant and Critical Accounting Policies and Practices (Textual) | |||
Stock options exercisable term | 5 years | ||
Stock options to purchase of common stock exercise price per share | $ 0.20 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 310,823 | $ 296,118 |
Less: Accumulated Depreciation | (268,380) | (248,062) |
Property and equipment, net | 42,443 | 48,056 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 223,574 | 234,315 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 61,803 | 61,083 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 25,446 |
Property and Equipment (Detai_2
Property and Equipment (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Property and Equipment (Textual) | ||
Depreciation | $ 42,218 | $ 38,435 |
Line of Credit (Details)
Line of Credit (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Line of Credit Facility [Line Items] | ||
Line of credit | $ 44,996 | |
Revolving Note [Member] | ||
Line of Credit Facility [Line Items] | ||
Line of credit | $ 44,996 |
Line of Credit (Details Textual
Line of Credit (Details Textual) - USD ($) | 1 Months Ended | ||
Mar. 19, 2009 | Dec. 31, 2018 | Dec. 31, 2017 | |
Line of Credit (Textual) | |||
Line of credit | $ 44,996 | ||
Revolving Note [Member] | |||
Line of Credit (Textual) | |||
Line of credit maximum outstanding balance | $ 200,000 | ||
Line of credit facility, expiration date | Mar. 19, 2010 | ||
Line of credit | $ 44,996 |
Notes Payable (Details)
Notes Payable (Details) - USD ($) | Nov. 08, 2018 | Oct. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 |
Debt Instrument [Line Items] | ||||
Note payable, Outstanding Principal | $ 49,926 | $ 689,500 | ||
Warrants, Quantity | 644,000 | |||
Warrants, Exercise Price | $ 0.30 | $ 0.20 | ||
Less: Debt Discount | (10,500) | |||
Less: Debt Issuance Costs | (74) | |||
Notes Payable | 49,926 | 689,500 | ||
The February 2017 Offering [Member] | ||||
Debt Instrument [Line Items] | ||||
Note payable, Outstanding Principal | 400,000 | |||
Interest Rate | 12.00% | |||
Interest and principal both due date | Sep. 1, 2017 | |||
Warrants, Quantity | 2,450,000 | |||
Warrants, Exercise Price | $ 0.20 | |||
The June 2017 Loan Agreement [Member] | ||||
Debt Instrument [Line Items] | ||||
Note payable, Outstanding Principal | 50,000 | |||
Interest Rate | 12.00% | |||
Interest and principal both due date | Sep. 1, 2017 | |||
Warrants, Quantity | 35,000 | |||
Warrants, Exercise Price | $ 0.20 | |||
The First November 2017 Loan Agreement [Member] | ||||
Debt Instrument [Line Items] | ||||
Note payable, Outstanding Principal | 100,000 | |||
Interest Rate | 15.00% | |||
Interest and principal both due date | Jan. 12, 2018 | |||
Warrants, Quantity | ||||
Warrants, Exercise Price | ||||
The Second November 2017 Loan Agreement [Member] | ||||
Debt Instrument [Line Items] | ||||
Note payable, Outstanding Principal | 50,000 | |||
Interest Rate | 15.00% | |||
Interest and principal both due date | Jan. 13, 2018 | |||
Warrants, Quantity | ||||
Warrants, Exercise Price | ||||
The Third November 2017 Loan Agreement [Member] | ||||
Debt Instrument [Line Items] | ||||
Note payable, Outstanding Principal | 100,000 | |||
Interest Rate | 15.00% | |||
Interest and principal both due date | Jan. 13, 2018 | |||
Warrants, Quantity | ||||
Warrants, Exercise Price | ||||
July 2018 Loan Agreement [Member] | ||||
Debt Instrument [Line Items] | ||||
Note payable, Outstanding Principal | $ 50,000 | |||
Interest Rate | 6.00% | |||
Interest and principal both due date | Mar. 7, 2019 | Aug. 31, 2018 | ||
Warrants, Quantity | 204,051 | 300,000 | ||
Warrants, Exercise Price |
Notes Payable (Details Textual)
Notes Payable (Details Textual) - USD ($) | Nov. 08, 2018 | Mar. 14, 2018 | Jun. 12, 2017 | Oct. 30, 2018 | May 31, 2018 | Nov. 29, 2017 | Nov. 28, 2017 | Jul. 21, 2017 | Mar. 17, 2017 | Feb. 28, 2017 | Feb. 28, 2017 | Nov. 30, 2017 | Dec. 31, 2018 | Dec. 31, 2017 |
Notes Payable (Textual) | ||||||||||||||
Warrants purchase of common stock | 644,000 | |||||||||||||
Warrant exercisable price, per share | $ 0.30 | $ 0.20 | ||||||||||||
Warrant term | 5 years | |||||||||||||
Aggregate gross proceeds of common stock | $ 1,155,832 | |||||||||||||
Repaid principal | 264,939 | $ 100,000 | ||||||||||||
Debt discount | 10,500 | |||||||||||||
Principal payments | 50,000 | |||||||||||||
Unpaid interest | 17,000 | |||||||||||||
Aggregate gross proceeds | $ 161,000 | 791,833 | 1,441,585 | |||||||||||
Debt discount | 10,500 | |||||||||||||
Loss on extinguishment of debt | $ (3,453,137) | $ (906,531) | ||||||||||||
July 2018 Loan Agreement [Member] | ||||||||||||||
Notes Payable (Textual) | ||||||||||||||
Maturity date | Mar. 7, 2019 | Aug. 31, 2018 | ||||||||||||
Interest Rate | 6.00% | |||||||||||||
Warrants purchase of common stock | 204,051 | 300,000 | ||||||||||||
Warrant exercisable price, per share | ||||||||||||||
Warrant term | 4 years | |||||||||||||
Aggregate gross proceeds | $ 100,000 | |||||||||||||
Conversion price per share | $ 0.20 | |||||||||||||
Subscription Agreements [Member] | July 2018 Loan Agreement [Member] | ||||||||||||||
Notes Payable (Textual) | ||||||||||||||
Interest Rate | 13.00% | |||||||||||||
Warrant exercisable price, per share | $ 0.20 | |||||||||||||
Warrant term | 4 years | |||||||||||||
Aggregate principal amount | $ 1,200,000 | |||||||||||||
Aggregate gross proceeds of common stock | $ 658,500 | $ 658,500 | ||||||||||||
Notes conversion, description | The Company's securities (each, a ''May 2018 Unit'' and collectively, the ''May 2018 Units''), with each May 2018 Unit consisting of (i) a 13% promissory note (each, a '' May 2018 Offering Note'' and, together, the ''May 2018 Offering Notes''), and (ii) a four-year warrant (''May 2018 Offering Warrant'') to purchase the number of shares of the Company's common stock equal to three times the principal amount in dollars invested by such investor in each May 2018 Offering Note (the ''May 2018 Warrant Shares'') at an exercise price of $0.20 per share (the ''May Offering Warrant Exercise Price''), subject to adjustment upon the terms thereof. | |||||||||||||
Debt discount | 215,032 | |||||||||||||
Debt discount | 215,032 | |||||||||||||
Private Placement Offerings [Member] | Subscription Agreements [Member] | ||||||||||||||
Notes Payable (Textual) | ||||||||||||||
Interest Rate | 6.00% | |||||||||||||
Aggregate principal amount | $ 975,511 | |||||||||||||
Aggregate gross proceeds of common stock | $ 916,585 | |||||||||||||
Loan Agreement [Member] | ||||||||||||||
Notes Payable (Textual) | ||||||||||||||
Promissory note | $ 50,000 | $ 100,000 | ||||||||||||
Maturity date | Sep. 1, 2017 | Apr. 21, 2017 | ||||||||||||
Interest Rate | 10.00% | 10.00% | ||||||||||||
Warrants purchase of common stock | 35,000 | 100,000 | ||||||||||||
Warrant exercisable price, per share | $ 0.20 | $ 0.20 | ||||||||||||
Warrant term | 5 years | 5 years | ||||||||||||
Repaid principal | 50,000 | |||||||||||||
Gain on forgiveness of debt | 4,424 | |||||||||||||
August 2017 Convertible Note Offering [Member] | ||||||||||||||
Notes Payable (Textual) | ||||||||||||||
Promissory note | $ 1,585,000 | |||||||||||||
Unpaid interest | 4,417 | |||||||||||||
Converted principal amount | 2,830,764 | |||||||||||||
Issuance of warrants | 6,791,419 | 4,555,129 | ||||||||||||
Warrant grant date fair value | $ 0 | |||||||||||||
February 2017 Offering Note [Member] | ||||||||||||||
Notes Payable (Textual) | ||||||||||||||
Maturity date | Feb. 28, 2017 | |||||||||||||
Interest Rate | 15.00% | 15.00% | ||||||||||||
Warrants purchase of common stock | 500,000 | |||||||||||||
Warrant exercisable price, per share | $ 0.20 | $ 0.20 | $ 0.20 | |||||||||||
Warrant term | 7 years | |||||||||||||
Aggregate principal amount | $ 575,511 | $ 575,511 | ||||||||||||
Aggregate gross proceeds of common stock | $ 400,000 | |||||||||||||
Notes conversion, description | The remaining investors representing an aggregate $400,000 in principal of the February 2017 Offering Notes agreed to forbear their right to declare an event of default until December 15, 2017 during which time they retain the right to convert their principal and any accrued but unpaid interest into the August 2017 Convertible Note Offering. In consideration of the forbearance for which the investors will receive a warrant to purchase up to fifteen percent (15%) of the shares of common stock underlying the warrant acquired with the purchase of the February 2017 Offering Notes at a purchase price of $0.20 per share, and the interest on their note would be increased to eighteen percent (18%) from September 1, 2017 through December 15, 2017 or the conversion date, whichever is sooner. | The remaining investors representing an aggregate $400,000 in principal of the February 2017 Offering Notes agreed to forbear their right to declare an event of default until December 15, 2017 during which time they retain the right to convert their principal and any accrued but unpaid interest into the August 2017 Convertible Note Offering. In consideration of the forbearance for which the investors will receive a warrant to purchase up to fifteen percent (15%) of the shares of common stock underlying the warrant acquired with the purchase of the February 2017 Offering Notes at a purchase price of $0.20 per share, and the interest on their note would be increased to eighteen percent (18%) from September 1, 2017 through December 15, 2017 or the conversion date, whichever is sooner. | The February 2017 Offering Notes are convertible into shares of the Company's common stock at the time of Company's next round of financing (the "Subsequent Offering") at a price equal to eighty-five percent (85%) of the price per share offered in the Subsequent Offering (the "Conversion Price"). The February 2017 Offering Warrants have a five-year term. Investors received the February 2017 Offering Warrants in the following amounts: (i) Investors purchasing $150,000 or more of the Offering received a February 2017 Offering Warrant equal to one hundred thirty percent (130%) of the dollar amount invested in the Offering; (ii) investors purchasing at least $100,000 but less than $150,000 of the February 2017 Offering received a February 2017 Offering Warrant equal to one hundred percent (100%) of the dollar amount invested in the Offering; and (iii) investors purchasing less than $100,000 of the Offering received to a February 2017 Offering Warrant equal to seventy percent (70%) of the dollar amount invested in the Offering. | |||||||||||
Repaid principal | $ 26,500 | |||||||||||||
Principal payments | 131,606 | |||||||||||||
Unpaid interest | 45,931 | |||||||||||||
Converted principal amount | 268,394 | |||||||||||||
Conversion of unpaid interest | $ 21,620 | |||||||||||||
Conversion common stock, Shares | 1,444,867 | |||||||||||||
Issuance of warrants | 722,434 | |||||||||||||
Warrant grant date fair value | $ 104,124 | |||||||||||||
Loss on extinguishment of debt | 70,219 | |||||||||||||
First November 2017 Loan Agreement [Member] | ||||||||||||||
Notes Payable (Textual) | ||||||||||||||
Promissory note | $ 100,000 | |||||||||||||
Notes conversion, description | The First November 2017 Lender issued the Company a promissory note of $100,000 (the "First November 2017 Note"). Pursuant to the First November 2017 Loan Agreement, the First November 2017 Note has interest of fifteen percent (15%), (i) five percent (5%) (i.e. $5,000) shall be payable in cash or convertible into shares of the Company's restricted common stock at a rate of $0.20 per share, at the option of the Lender, at the Maturity Date; (ii) ten percent (10%) (i.e. $10,000) shall be paid in the form of the Company's restricted common stock at a rate of $0.20 per share (equivalent to 50,000 shares of the Company's common stock ). The maturity date of the First November 2017 Note was January 12, 2018 (the "First November 2017 Maturity Date"). On January 12, 2018, the First November 2017 Note and accrued but unpaid interest was converted into the Company's August 2017 Convertible Note Offering. | |||||||||||||
Second November 2017 Loan Agreement [Member] | ||||||||||||||
Notes Payable (Textual) | ||||||||||||||
Promissory note | $ 50,000 | |||||||||||||
Notes conversion, description | The Second November 2017 Lender issued the Company a promissory note of $50,000 (the "Second November 2017 Note"). Pursuant to the Second November 2017 Loan Agreement, the Second November 2017 Note has interest of fifteen percent (15%), (i) five percent (5%) (i.e. $2,500) shall be payable in cash or convertible into shares of the Company's restricted common stock at a rate of $0.20 per share, at the option of the Lender, at the Maturity Date; (ii) ten percent (10%) (i.e. $5,000) shall be paid in the form of the Company's restricted common stock at a rate of $0.20 per share (equivalent to 25,000 shares of the Company's common stock ). The maturity date of the Second November 2017 Note was January 13, 2018 (the "Second November 2017 Maturity Date"). On January 12, 2018, the Second November 2017 Note and accrued but unpaid interest was converted into the Company's August 2017 Convertible Note Offering. | |||||||||||||
Third November 2017 Loan Agreement [Member] | ||||||||||||||
Notes Payable (Textual) | ||||||||||||||
Promissory note | $ 100,000 | |||||||||||||
Notes conversion, description | The Third November 2017 Loan Agreement, the Third November 2017 Note has interest of fifteen percent (15%), (i) five percent (5%) (i.e. $5,000) shall be payable in cash or convertible into shares of the Company's restricted common stock at a rate of $0.20 per share, at the option of the Lender, at the Maturity Date; (ii) ten percent (10%) (i.e. $10,000) shall be paid in the form of the Company's restricted common stock at a rate of $0.20 per share (equivalent to 50,000 shares of the Company's common stock). The maturity date of the Third November 2017 Note was January 13, 2018 (the "Third November 2017 Maturity Date") at which time all outstanding principal, accrued and unpaid interest and other amounts due under the Third November 2017 Note are due. | |||||||||||||
March 2018 Loan Agreement [Member] | ||||||||||||||
Notes Payable (Textual) | ||||||||||||||
Promissory note | $ 50,000 | |||||||||||||
Maturity date | Mar. 29, 2018 | |||||||||||||
Interest Rate | 12.00% | |||||||||||||
Warrants purchase of common stock | 100,000 | |||||||||||||
Warrant exercisable price, per share | $ 0.20 | |||||||||||||
Warrant term | 5 years | |||||||||||||
May 2018 Offering [Member] | ||||||||||||||
Notes Payable (Textual) | ||||||||||||||
Converted principal amount | 608,500 | |||||||||||||
Conversion of unpaid interest | $ 723,780 |
Convertible Note Payable (Detai
Convertible Note Payable (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Short-term Debt [Line Items] | ||
Outstanding Principal | $ 150,000 | $ 3,140,384 |
Less: Debt Discount | (17,280) | (452,022,000) |
Less: Debt Issuance Costs | (9,239) | (79,569) |
Total | 123,481 | 2,608,793 |
Less: Current Debt | (96,500) | |
Total Long-Term Debt | 123,481 | 2,512,293 |
The November 2016 Convertible Note Offering [Member] | ||
Short-term Debt [Line Items] | ||
Outstanding Principal | $ 25,000 | 25,000 |
Interest Rate | 10.00% | |
Conversion Price | $ 0.30 | |
Maturity Date | Nov. 1, 2017 | |
Warrants, Quantity | 400,000 | |
Warrants, Exercise Price | $ 0.30 | |
The June, 2017 Convertible Note Offering [Member] | ||
Short-term Debt [Line Items] | ||
Outstanding Principal | 71,500 | |
Interest Rate | 12.00% | |
Conversion Price, description | Not Applicable | |
Maturity Date | Sep. 1, 2017 | |
Warrants, Quantity | 114,700 | |
Warrants, Exercise Price | $ 0.20 | |
The August Convertible Note Offering [Member] | ||
Short-term Debt [Line Items] | ||
Outstanding Principal | 2,943,884 | |
Interest Rate | 15.00% | |
Conversion Price | $ 0.20 | |
Warrants, Quantity | 14,716,419 | |
Warrants, Exercise Price | $ 0.20 | |
The August Convertible Note Offering [Member] | Minimum [Member] | ||
Short-term Debt [Line Items] | ||
Maturity Date | Aug. 31, 2019 | |
The August Convertible Note Offering [Member] | Maximum [Member] | ||
Short-term Debt [Line Items] | ||
Maturity Date | Nov. 30, 2019 | |
The First December 2017 Note [Member] | ||
Short-term Debt [Line Items] | ||
Outstanding Principal | $ 100,000 | 100,000 |
Interest Rate | 15.00% | |
Conversion Price | $ 0.20 | |
Maturity Date | Dec. 21, 2019 | |
Warrants, Quantity | 500,000 | |
Warrants, Exercise Price | $ 0.20 | |
The February 2018 Convertible Note Offering [Member] | ||
Short-term Debt [Line Items] | ||
Outstanding Principal | $ 1,015,674 | |
Interest Rate | 15.00% | |
Conversion Price | $ 0.20 | |
Warrants, Quantity | 5,078,375 | |
Warrants, Exercise Price | $ 0.20 | |
The February 2018 Convertible Note Offering [Member] | Minimum [Member] | ||
Short-term Debt [Line Items] | ||
Maturity Date | Jan. 31, 2020 | |
The February 2018 Convertible Note Offering [Member] | Maximum [Member] | ||
Short-term Debt [Line Items] | ||
Maturity Date | Feb. 29, 2020 | |
The January 2018 Note [Member] | ||
Short-term Debt [Line Items] | ||
Outstanding Principal | ||
Conversion Price | $ 0.20 | |
Maturity Date | Jan. 12, 2020 | |
Warrants, Quantity | 343,806 | |
Warrants, Exercise Price | $ 0.20 | |
The February 2018 Note [Member] | ||
Short-term Debt [Line Items] | ||
Outstanding Principal | ||
Interest Rate | 18.00% | |
Conversion Price | $ 0.20 | |
Maturity Date | Feb. 8, 2020 | |
Warrants, Quantity | 81,500 | |
Warrants, Exercise Price | $ 0.20 | |
The March 2018 Convertible Note Offering [Member] | ||
Short-term Debt [Line Items] | ||
Outstanding Principal | $ 75,000 | |
Interest Rate | 14.00% | |
Conversion Price | $ 0.20 | |
Maturity Date | Mar. 31, 2020 | |
Warrants, Quantity | 4,806,333 | |
Warrants, Exercise Price | $ 0.20 | |
The March 2018 Convertible Note Offering [Member] | Minimum [Member] | ||
Short-term Debt [Line Items] | ||
Maturity Date | Mar. 31, 2020 | |
The March 2018 Convertible Note Offering [Member] | Maximum [Member] | ||
Short-term Debt [Line Items] | ||
Maturity Date | Apr. 30, 2020 |
Convertible Note Payable (Det_2
Convertible Note Payable (Details Textual) - USD ($) | Feb. 08, 2018 | Jan. 12, 2018 | Jun. 30, 2017 | Oct. 30, 2018 | Jul. 31, 2018 | Dec. 27, 2017 | Sep. 13, 2017 | Jul. 31, 2017 | Nov. 30, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Convertible Note Payable (Textual) | ||||||||||||
Aggregate gross proceeds of common stock | $ 1,155,832 | |||||||||||
Warrant term | 5 years | |||||||||||
Convertible notes payable outstanding balance | $ 150,000 | $ 3,140,384 | ||||||||||
Debt discount | 17,280 | 452,022,000 | ||||||||||
Debt issuance costs | 74 | |||||||||||
Proceeds from issuance of convertible notes | $ 161,000 | $ 791,833 | 1,441,585 | |||||||||
Warrants, exercise price | $ 0.30 | $ 0.20 | ||||||||||
Placement fees | $ 90,508 | |||||||||||
Current default principal amount | 71,500 | |||||||||||
Derivative liability | ||||||||||||
Unpaid interest | $ 17,000 | |||||||||||
Warrants purchase of common stock | 644,000 | |||||||||||
Warrants [Member] | ||||||||||||
Convertible Note Payable (Textual) | ||||||||||||
Issuance of warrants | 10,481,016 | 16,597,719 | ||||||||||
Convertible Note to Third Party Lender [Member] | ||||||||||||
Convertible Note Payable (Textual) | ||||||||||||
Convertible note | $ 71,500 | $ 400,000 | ||||||||||
Note accrues interest rate | 12.00% | 10.00% | ||||||||||
Interest and principal both due date | Sep. 1, 2017 | Dec. 29, 2017 | ||||||||||
Warrant term | 5 years | 5 years | ||||||||||
Issuance of warrants | 67,550 | 400,000 | ||||||||||
Warrants, exercise price | $ 0.20 | $ 0.30 | ||||||||||
Principal amount of convertible notes | $ 375,000 | |||||||||||
Interest amount of convertible notes | $ 30,719 | |||||||||||
Offering discount percentage | 15.00% | |||||||||||
August 2017 Convertible Note Offering [Member] | ||||||||||||
Convertible Note Payable (Textual) | ||||||||||||
Converted principal amount | $ 2,830,764 | |||||||||||
Debt issuance costs | $ 101,561 | |||||||||||
Issuance of warrants | 6,791,419 | 4,555,129 | ||||||||||
Interest amount of convertible notes | $ 40,146 | |||||||||||
Conversion feature of debt instrument | 583,681 | |||||||||||
Fair value derivative liability | $ 440,157 | |||||||||||
Secured debt | $ 1,217,177 | |||||||||||
Convertible secured promissory note, description | The August 2017 Convertible Note Offering consisted of a maximum of $6,000,000 of units of the Company's securities (each, a "Unit" and collectively, the "Units"), with each Unit consisting of (a) a 15% Convertible Secured Promissory Note (each a "August 2017 Offering Note" and together the "August 2017 Offering Notes"), convertible into shares of the Company's common stock, par value $.001 per share ("August 2017 Offering Conversion Shares") at a conversion price of $0.20 per share (the "August 2017 Note Conversion Price"), and (b) a five-year warrant (each a "August 2017 Offering Warrant and together the "August 2017 Offering Warrants") to purchase common stock equal to one hundred percent (100%) of the shares into which the August 2017 Offering Notes can be converted into ("August 2017 Offering Warrant Shares") at an exercise price of $0.20 per share ("August 2017 Offering Warrant Exercise Price"). The August 2017 Offering Notes mature on the second (2nd) anniversary of their issuance dates. | |||||||||||
Aggregate principal amount | $ 1,585,000 | |||||||||||
Conversion shares | ||||||||||||
Unpaid interest | $ 4,417 | |||||||||||
Warrant grant date fair value | 0 | |||||||||||
August 2017 Convertible Note Offering One [Member] | ||||||||||||
Convertible Note Payable (Textual) | ||||||||||||
Converted principal amount | 2,830,764 | |||||||||||
Unpaid interest | 409,287 | |||||||||||
The August 2017 Convertible Note Offering Two [Member] | ||||||||||||
Convertible Note Payable (Textual) | ||||||||||||
Converted principal amount | 141,602 | |||||||||||
Unpaid interest | 202,362 | |||||||||||
February 2018 Convertible Note Offering [Member] | ||||||||||||
Convertible Note Payable (Textual) | ||||||||||||
Convertible note | $ 40,750 | |||||||||||
Converted principal amount | 940,675 | |||||||||||
Note accrues interest rate | 18.00% | |||||||||||
Interest and principal both due date | Feb. 8, 2020 | |||||||||||
Conversion price per share | $ 0.20 | |||||||||||
Warrant term | 5 years | |||||||||||
Repayment of principal | $ 5,298 | |||||||||||
Issuance of warrants | 81,500 | 1,453,375 | ||||||||||
Warrants, exercise price | $ 0.20 | |||||||||||
Interest amount of convertible notes | $ 40,675 | |||||||||||
Conversion feature of debt instrument | $ 5,298 | 37,350 | ||||||||||
Placement fees | $ 94,250 | |||||||||||
Convertible redeemable debentures, percentage | 10.00% | |||||||||||
Fair value derivative liability | $ 181,139 | |||||||||||
Secured debt | $ 250,000 | |||||||||||
Convertible secured promissory note, description | A maximum of $750,000 of units of the Company's securities (each, a "Unit" and collectively, the "Units"), with each Unit consisting of (a) a 15% Convertible Secured Promissory Note (each a "February 2018 Convertible Note" and together the "February 2018 Convertible Notes"), convertible into shares of the Company's common stock, par value $.001 per share ("February 2018 Conversion Shares") at a conversion price of $0.20 per share (the "February 2018 Note Conversion Price"), and (b) a five-year warrant (each a "February 2018 Offering Warrant and together the "February 2018 Offering Warrants") to purchase common stock equal to one hundred percent (100%) of the shares into which the February 2018 Convertible Notes can be converted into ("February 2018 Warrant Shares") at an exercise price of $0.20 per share ("February 2018 Warrant Exercise Price"). The February 2018 Offering Notes mature on the second (2nd) anniversary of their issuance dates. The February 2018 Offering Notes are secured by a second priority security interest in the Company's assets up to $1,000,000. | |||||||||||
Conversion shares | 362,500 | |||||||||||
Conversion shares fair value | $ 74,881 | |||||||||||
Unpaid interest | 86,544 | |||||||||||
Warrant grant date fair value | ||||||||||||
March 2018 Convertible Note Offering [Member] | ||||||||||||
Convertible Note Payable (Textual) | ||||||||||||
Converted principal amount | $ 886,367 | |||||||||||
Issuance of warrants | 956,833 | |||||||||||
Interest amount of convertible notes | $ 767 | |||||||||||
Fair value derivative liability | 84,087 | |||||||||||
Secured debt | $ 50,000 | |||||||||||
Convertible secured promissory note, description | A maximum of $900,000, with an over-allotment option of an additional $300,000 of units of the Company's securities (each, a "Unit" and collectively, the "Units"), with each Unit consisting of (a) a 14% Convertible Secured Promissory Note (each a "Note" and together the "Notes"), convertible into shares of the Company's common stock, par value $.001 per share ("Conversion Shares") at a conversion price of $0.20 per share (the "Conversion Price"), and (b) a four-year warrant (each a "Warrant and together the "Warrants") to purchase common stock equal to one hundred percent (100%) of the shares into which the Notes can be converted into ("Warrant Shares") at an exercise price of $0.20 per share ("Exercise Price"). The Notes mature on the second (2nd) anniversary of their issuance dates. | |||||||||||
Unpaid interest | $ 140,600 | |||||||||||
First December 2017 Note [Member] | ||||||||||||
Convertible Note Payable (Textual) | ||||||||||||
Convertible note | $ 100,000 | |||||||||||
Converted principal amount | 100,000 | |||||||||||
Note accrues interest rate | 15.00% | |||||||||||
Interest and principal both due date | Dec. 27, 2019 | |||||||||||
Conversion price per share | $ 0.20 | |||||||||||
Warrant term | 5 years | |||||||||||
Warrants issued to purchase shares | 500,000 | |||||||||||
Warrants, exercise price | $ 0.20 | |||||||||||
Unpaid interest | 10,292 | |||||||||||
January 2018 Note [Member] | ||||||||||||
Convertible Note Payable (Textual) | ||||||||||||
Convertible note | $ 68,761 | |||||||||||
Converted principal amount | 68,761 | |||||||||||
Note accrues interest rate | 15.00% | |||||||||||
Interest and principal both due date | Jan. 12, 2020 | |||||||||||
Conversion price per share | $ 0.20 | |||||||||||
Warrant term | 5 years | |||||||||||
Issuance of warrants | 343,806 | |||||||||||
Fair value derivative liability | $ 42,850 | |||||||||||
Convertible secured promissory note, description | The Company issued a convertible note to a third party lender totaling $68,761 to settle an outstanding vendor liabilities (the "January 2018 Note"). The January 2018 Note accrues interest at 15% per annum and matures with interest and principal both due on January 12, 2020. The conversions resulted in the issuance of 343,806 warrants with a fair value of $42,850. These were recorded as a loss on extinguishment of debt. The warrant entitles the holder to purchase the Company's common stock at a purchase price of $0.20 per share for a period of five years from the issue date. The January 2018 Note and accrued interest is convertible at a conversion price of $0.20 per share, subject to adjustment. | |||||||||||
Unpaid interest | 7,212 | |||||||||||
The November 2016 Convertible Note Offering [Member] | ||||||||||||
Convertible Note Payable (Textual) | ||||||||||||
Converted principal amount | 25,000 | |||||||||||
Aggregate principal amount | 25,000 | |||||||||||
Unpaid interest | 4,417 | |||||||||||
The March 2018 Convertible Note Offering One [Member] | ||||||||||||
Convertible Note Payable (Textual) | ||||||||||||
Unpaid interest | 51,293 | |||||||||||
The Second December 2017 Note [Member] | ||||||||||||
Convertible Note Payable (Textual) | ||||||||||||
Converted principal amount | 100,000 | |||||||||||
Unpaid interest | 10,542 | |||||||||||
The February 2018 Convertible Note Offering One [Member] | ||||||||||||
Convertible Note Payable (Textual) | ||||||||||||
Converted principal amount | 25,000 | |||||||||||
Unpaid interest | 2,219 | |||||||||||
The Second February 2018 Note [Member] | ||||||||||||
Convertible Note Payable (Textual) | ||||||||||||
Converted principal amount | 35,452 | |||||||||||
Repayment of principal | 5,928 | |||||||||||
Unpaid interest | 4,116 | |||||||||||
The March 2018 Convertible Note Offering One [Member] | ||||||||||||
Convertible Note Payable (Textual) | ||||||||||||
Converted principal amount | 239,000 | |||||||||||
Unpaid interest | 15,401 | |||||||||||
The September 2017 Rosen Loan Agreement [Member] | ||||||||||||
Convertible Note Payable (Textual) | ||||||||||||
Converted principal amount | 224,000 | |||||||||||
Unpaid interest | 20,496 | |||||||||||
The May 2018 Schiller Loan Agreement [Member] | ||||||||||||
Convertible Note Payable (Textual) | ||||||||||||
Converted principal amount | 100,000 | |||||||||||
Unpaid interest | 4,369 | |||||||||||
The February 2018 Convertible Note Offering Four [Member] | ||||||||||||
Convertible Note Payable (Textual) | ||||||||||||
Converted principal amount | $ 940,675 | |||||||||||
Unpaid interest | $ 86,544 | |||||||||||
Warrants purchase of common stock | ||||||||||||
The January 2018 Note One [Member] | ||||||||||||
Convertible Note Payable (Textual) | ||||||||||||
Converted principal amount | $ 68,761 | |||||||||||
Unpaid interest | 7,212 | |||||||||||
The March 2018 Convertible Note Offering Two [Member] | ||||||||||||
Convertible Note Payable (Textual) | ||||||||||||
Converted principal amount | 886,367 | |||||||||||
Unpaid interest | 51,293 | |||||||||||
The August 2017 Convertible Note Offering Three [Member] | ||||||||||||
Convertible Note Payable (Textual) | ||||||||||||
Converted principal amount | 141,602 | |||||||||||
Unpaid interest | 202,362 | |||||||||||
The Second December 2017 Note One [Member] | ||||||||||||
Convertible Note Payable (Textual) | ||||||||||||
Converted principal amount | 10,542 | |||||||||||
Unpaid interest | 100,000 | |||||||||||
The February 2018 Convertible Note Offering Five [Member] | ||||||||||||
Convertible Note Payable (Textual) | ||||||||||||
Converted principal amount | 25,000 | |||||||||||
Unpaid interest | 2,219 | |||||||||||
The Second February 2018 Note Two [Member] | ||||||||||||
Convertible Note Payable (Textual) | ||||||||||||
Converted principal amount | 35,452 | |||||||||||
Repayment of principal | 5,298 | |||||||||||
Unpaid interest | 4,116 | |||||||||||
The March 2018 Convertible Note Offering Three [Member] | ||||||||||||
Convertible Note Payable (Textual) | ||||||||||||
Converted principal amount | 239,000 | |||||||||||
Unpaid interest | 15,401 | |||||||||||
The September 2017 Rosen Loan Agreement One [Member] | ||||||||||||
Convertible Note Payable (Textual) | ||||||||||||
Converted principal amount | 224,000 | |||||||||||
Unpaid interest | 20,496 | |||||||||||
The May 2018 Schiller Loan Agreement One [Member] | ||||||||||||
Convertible Note Payable (Textual) | ||||||||||||
Converted principal amount | 4,369 | |||||||||||
Unpaid interest | $ 100,000 | |||||||||||
The First July 2018 Schiller Loan Agreement One[Member] | ||||||||||||
Convertible Note Payable (Textual) | ||||||||||||
Converted principal amount | $ 35,000 | |||||||||||
Interest and principal both due date | Jul. 17, 2018 | |||||||||||
Conversion price per share | $ 0.20 | |||||||||||
Warrant term | 4 years | |||||||||||
Conversion shares | 75,000 | |||||||||||
Debt issuance date | Jul. 31, 2018 | |||||||||||
The Second July 2018 Schiller Loan Agreement [Member] | ||||||||||||
Convertible Note Payable (Textual) | ||||||||||||
Converted principal amount | $ 25,000,000 | |||||||||||
Interest and principal both due date | Aug. 17, 2018 | |||||||||||
Conversion price per share | $ 0.20 | |||||||||||
Warrant term | 4 years | |||||||||||
Conversion shares | 75,000 | |||||||||||
Debt issuance date | Aug. 17, 2018 | |||||||||||
The First July 2018 Rosen Loan Agreements [Member] | ||||||||||||
Convertible Note Payable (Textual) | ||||||||||||
Converted principal amount | $ 10,000 | |||||||||||
Interest and principal both due date | Aug. 17, 2018 | |||||||||||
Warrant term | 4 years | |||||||||||
The Second July 2018 Rosen Loan Agreements [Member] | ||||||||||||
Convertible Note Payable (Textual) | ||||||||||||
Converted principal amount | $ 50,000 | |||||||||||
Interest and principal both due date | Jul. 18, 2018 | |||||||||||
Conversion price per share | $ 0.20 | |||||||||||
Warrant term | 4 years | |||||||||||
Conversion shares | 150,000 | |||||||||||
Line of Credit [Member] | ||||||||||||
Convertible Note Payable (Textual) | ||||||||||||
Converted principal amount | $ 130,000 | |||||||||||
Interest amount of convertible notes | 30,626 | |||||||||||
Unpaid interest | 30,626 | |||||||||||
August 2017 Convertible Note [Member] | ||||||||||||
Convertible Note Payable (Textual) | ||||||||||||
Converted principal amount | 114,000 | |||||||||||
Unpaid interest | 18,410 | |||||||||||
February 2018 Note [Member] | ||||||||||||
Convertible Note Payable (Textual) | ||||||||||||
Converted principal amount | 40,750 | |||||||||||
Unpaid interest | 3,548 | |||||||||||
The July 2017 Convertible Offering [Member] | ||||||||||||
Convertible Note Payable (Textual) | ||||||||||||
Debt discount | $ 78,823 | $ 332,942 | ||||||||||
Warrants issued to purchase shares | 778,750 | |||||||||||
Consideration shares, number of shares repurchased | 220,000 | |||||||||||
Consideration shares, repurchase amount | $ 19,007 | |||||||||||
Convertible redeemable debentures, percentage | 8.50% | |||||||||||
Cancelling accredited investor | $ 606,812 | |||||||||||
Convertible secured promissory note, description | The Company entered into Securities Purchase Agreements and conducted closings of a private placement offering (the "July 2017 Convertible Note Offering") of the Company's securities for aggregate gross proceeds of $445,000. In aggregate, the Company entered into Securities Purchase Agreements with three accredited investors for (i) the issuance and sale of 8.5% Convertible Redeemable Debentures, containing a ten percent (10%) original issuance discount, due April 18, 2018 (the "Debentures") and (ii) the issuance and sale of five-year Common Stock Purchase Warrants to purchase up to 778,750 shares of the Company's common stock, par value $0.001 per share. The Warrants were immediately exercisable upon issuance at an exercise price of $0.20 per share, subject to adjustment, and expire five years from the date of issuance. The accredited investors also received a total of 245,000 shares of the Company's common stock as inducement for participating in the July 2017 Convertible Note Offering (the "Consideration Shares"). | |||||||||||
Offering discount percentage | 117.50% |
Related Party Loans (Details)
Related Party Loans (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Related Party Transaction [Line Items] | ||
Convertible notes payable - related parties, gross | $ 400 | $ 1,516,026 |
Less: Debt Discount | (72) | (170,780) |
Less: Debt Issuance Costs | ||
Convertible notes unamortized discount premium and debt issuance cost | 328 | 1,345,246 |
Less: Current Debt | ||
Total Long-Term Debt | 328 | 1,345,246 |
The August 2017 Convertible Note Offering [Member] | ||
Related Party Transaction [Line Items] | ||
Convertible notes payable - related parties, gross | 1,416,026 | |
Interest Rate | 15.00% | |
Maturity Date, description | August - October 2019 | |
Warrants, Quantity | 4,589,466 | |
Warrants, Exercise Price | $ 0.20 | |
Second December 2017 Note [Member] | ||
Related Party Transaction [Line Items] | ||
Convertible notes payable - related parties, gross | 100,000 | |
Interest Rate | 15.00% | |
Maturity Date, description | December 21, 2019 | |
Warrants, Quantity | 500,000 | |
Warrants, Exercise Price | $ 0.20 | |
The February 2018 Convertible Note Offering [Member] | ||
Related Party Transaction [Line Items] | ||
Convertible notes payable - related parties, gross | ||
Interest Rate | 15.00% | |
Maturity Date, description | January - February 2020 | |
Warrants, Quantity | 125,000 | |
Warrants, Exercise Price | $ 0.20 | |
The Second February 2018 Note [Member] | ||
Related Party Transaction [Line Items] | ||
Convertible notes payable - related parties, gross | ||
Interest Rate | 20.00% | |
Maturity Date, description | September 30, 2018 | |
Warrants, Quantity | 81,500 | |
Warrants, Exercise Price | $ 0.20 | |
The March 2018 Convertible Note Offering [Member] | ||
Related Party Transaction [Line Items] | ||
Convertible notes payable - related parties, gross | $ (400) | |
Interest Rate | 14.00% | |
Maturity Date, description | March 2020 | |
Warrants, Quantity | 1,197,000 | |
Warrants, Exercise Price | $ 0.20 |
Related Party Loans (Details 1)
Related Party Loans (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Related Party Transaction [Line Items] | ||
Notes payable - related party, gross | $ 1,231,695 | $ 1,249,000 |
Less: Debt Discount | (8,125) | |
Notes payable | 1,223,570 | |
Less: Current Debt | 1,223,570 | 452,022 |
Notes payable - related party, net | 1,249,000 | |
The May 2016 Rosen Loan Agreement [Member] | ||
Related Party Transaction [Line Items] | ||
Notes payable - related party, net | 1,000,000 | |
Interest Rate | 13.00% | |
Maturity Date | Nov. 26, 2017 | |
Warrants, Quantity | 1,000,000 | |
Warrants, Exercise Price | $ 0.40 | |
The September 2017 Rosen Loan Agreement [Member] | ||
Related Party Transaction [Line Items] | ||
Notes payable - related party, net | 224,000 | |
Interest Rate | 18.00% | |
Maturity Date | Sep. 24, 2017 | |
Warrants, Quantity | 125,000 | |
Warrants, Exercise Price | $ 0.20 | |
The November 2017 Schiller Loan Agreement [Member] | ||
Related Party Transaction [Line Items] | ||
Notes payable - related party, net | 25,000 | |
Interest Rate | 15.00% | |
Maturity Date | Dec. 31, 2017 | |
Warrants, Quantity | ||
Warrants, Exercise Price | ||
The May 2018 Schiller Loan Agreements[Member] | ||
Related Party Transaction [Line Items] | ||
Notes payable - related party, net | $ 100,000 | |
Interest Rate | 13.00% | |
Maturity Date | Feb. 2, 2019 | |
Warrants, Quantity | 300,000 | |
Warrants, Exercise Price | $ 0.20 | |
The June 2018 Frommer Loan Agreement [Member] | ||
Related Party Transaction [Line Items] | ||
Notes payable - related party, net | $ 10,000 | |
Interest Rate | 6.00% | |
Maturity Date | Aug. 17, 2018 | |
Warrants, Quantity | 30,000 | |
Warrants, Exercise Price | $ 0.20 | |
The July 2018 Rosen Loan Agreement [Member] | ||
Related Party Transaction [Line Items] | ||
Notes payable - related party, gross | $ 56,695 | |
The July 2018 Schiller Loan Agreements [Member] | ||
Related Party Transaction [Line Items] | ||
Notes payable - related party, gross | 40,000 | |
The December 2018 Gravitas Loan Agreement [Member] | ||
Related Party Transaction [Line Items] | ||
Notes payable - related party, gross | $ 50,000 | |
Interest Rate | 6.00% | |
Maturity Date | Jan. 22, 2019 | |
Warrants, Quantity | 50,000 | |
Warrants, Exercise Price | $ 0.30 | |
The December 2018 Rosen Loan Agreement [Member] | ||
Related Party Transaction [Line Items] | ||
Notes payable - related party, gross | $ 75,000 | |
Interest Rate | 6.00% | |
Maturity Date | Jan. 26, 2019 | |
Warrants, Quantity | 75,000 | |
Warrants, Exercise Price | $ 0.30 |
Related Party Loans (Details Te
Related Party Loans (Details Textual) - USD ($) | Nov. 08, 2018 | Jul. 18, 2018 | Jul. 17, 2018 | Jul. 12, 2018 | Jul. 03, 2018 | Jun. 06, 2018 | May 02, 2018 | Mar. 13, 2018 | Mar. 09, 2018 | Mar. 04, 2018 | Feb. 08, 2018 | Nov. 13, 2017 | Sep. 08, 2017 | Sep. 06, 2017 | May 09, 2017 | Dec. 27, 2018 | Nov. 29, 2018 | Jun. 29, 2018 | Feb. 20, 2018 | Jan. 16, 2018 | Dec. 21, 2017 | May 26, 2016 | Dec. 31, 2018 | Dec. 31, 2017 | Oct. 30, 2018 | Nov. 20, 2017 |
Related Party Loans (Textual) | ||||||||||||||||||||||||||
Debt discount | $ 10,500 | |||||||||||||||||||||||||
Warrant term | 5 years | |||||||||||||||||||||||||
Warrants, exercise price | $ 0.20 | $ 0.30 | ||||||||||||||||||||||||
Repaid principal | $ 264,939 | 100,000 | ||||||||||||||||||||||||
Related party made non-interest bearing loans | $ 50,000 | |||||||||||||||||||||||||
Line of credit - related party | 0 | 130,000 | ||||||||||||||||||||||||
Living expenses | 109,407 | 132,792 | ||||||||||||||||||||||||
Line of credit - related party [Member] | ||||||||||||||||||||||||||
Related Party Loans (Textual) | ||||||||||||||||||||||||||
Unpaid interest | 30,626 | |||||||||||||||||||||||||
Revolving line of credit | $ 130,000 | |||||||||||||||||||||||||
Original issue discount | $ 130,000 | |||||||||||||||||||||||||
LOC bears interest rate | 18.00% | |||||||||||||||||||||||||
Revolving line of credit's maturity date | Jun. 1, 2019 | |||||||||||||||||||||||||
February 2018 Convertible Note Offering [Member] | ||||||||||||||||||||||||||
Related Party Loans (Textual) | ||||||||||||||||||||||||||
Convertible secured promissory note, description | The Notes are secured by a second priority security interest in the Company's assets up to $1,000,000. | |||||||||||||||||||||||||
Placement agent cash fee | $ 3,250 | |||||||||||||||||||||||||
Notes conversion, description | The Placement Agent shares of the Company's common stock equal to ten percent (10%) of the Conversion Shares underlying the Notes or 12,500 shares that had a fair value of $2,606, which was recorded as issuance cost and is being accreted over the life of these notes to accretion of debt discount and issuance cost. | |||||||||||||||||||||||||
March 2018 Convertible Note Offering [Member] | Over-Allotment Option [Member] | ||||||||||||||||||||||||||
Related Party Loans (Textual) | ||||||||||||||||||||||||||
Convertible note | $ 900,000 | |||||||||||||||||||||||||
Units of securities | $ 300,000 | |||||||||||||||||||||||||
Convertible secured promissory note, description | The Company's securities (each, a "Unit" and collectively, the "Units"), with each Unit consisting of (a) a 14% Convertible Secured Promissory Note (each a "Note" and together the "Notes"), convertible into shares of the Company's common stock, par value $.001 per share ("Conversion Shares") at a conversion price of $0.20 per share (the "Conversion Price"), and (b) a four-year warrant (each a "Warrant and together the "Warrants") to purchase common stock equal to one hundred percent (100%) of the shares into which the Notes can be converted into ("Warrant Shares") at an exercise price of $0.20 per share ("Exercise Price"). | |||||||||||||||||||||||||
Maturity date, description | The Notes mature on the second (2nd) anniversary of their issuance dates. | |||||||||||||||||||||||||
May 2016 Rosen Loan Agreement [Member] | ||||||||||||||||||||||||||
Related Party Loans (Textual) | ||||||||||||||||||||||||||
Unpaid interest | $ 124,306 | |||||||||||||||||||||||||
Maturity date, description | Payable on the maturity date of May 26, 2017 (the "May 2016 Rosen Maturity Date") at which time all outstanding principal, accrued and unpaid interest and other amounts due under the May 2016 Rosen Loan are due. | |||||||||||||||||||||||||
Warrant term | 5 years | |||||||||||||||||||||||||
Warrants issued to purchase shares | 1,000,000 | |||||||||||||||||||||||||
Warrants, exercise price | $ 0.40 | |||||||||||||||||||||||||
Interest Rate | 12.50% | |||||||||||||||||||||||||
Interest and principal both due date | Nov. 26, 2017 | |||||||||||||||||||||||||
Secured term loan | $ 1,000,000 | |||||||||||||||||||||||||
September 2017 Rosen Loan Agreement [Member] | ||||||||||||||||||||||||||
Related Party Loans (Textual) | ||||||||||||||||||||||||||
Convertible note | $ 224,000 | |||||||||||||||||||||||||
Unpaid interest | 20,496 | |||||||||||||||||||||||||
Loss on extinguishment of debt | $ 65,378 | |||||||||||||||||||||||||
Promissory note | $ 224,000 | |||||||||||||||||||||||||
Warrant term | 5 years | 5 years | 5 years | |||||||||||||||||||||||
Warrants issued to purchase shares | 100,000 | 25,000 | 448,000 | |||||||||||||||||||||||
Warrants, exercise price | $ 0.20 | $ 0.20 | $ 0.20 | |||||||||||||||||||||||
Interest and principal both due date | Sep. 8, 2018 | |||||||||||||||||||||||||
November 2017 Schiller Loan Agreement [Member] | ||||||||||||||||||||||||||
Related Party Loans (Textual) | ||||||||||||||||||||||||||
Promissory note | $ 25,000 | |||||||||||||||||||||||||
Interest Rate | 15.00% | |||||||||||||||||||||||||
Repaid of interest | 637 | |||||||||||||||||||||||||
January 2018 Rosen Loan Agreement [Member] | ||||||||||||||||||||||||||
Related Party Loans (Textual) | ||||||||||||||||||||||||||
Convertible secured promissory note, description | The January 2018 Rosen Note is secured by an officer of the Company whereas upon default an officer of the Company owes default shares of the Company's common stock to Rosen equal to the amount of principal outstanding divided by 0.20. | |||||||||||||||||||||||||
Promissory note | $ 60,000 | |||||||||||||||||||||||||
Interest Rate | 6.00% | |||||||||||||||||||||||||
Interest and principal both due date | Jan. 31, 2018 | |||||||||||||||||||||||||
Repaid of interest | 200 | |||||||||||||||||||||||||
January 2018 Gordon Loan Agreement [Member] | ||||||||||||||||||||||||||
Related Party Loans (Textual) | ||||||||||||||||||||||||||
Convertible secured promissory note, description | The January 2018 Gordon Note is secured by an officer of the Company whereas upon default an officer of the Company owes default shares of the Company's common stock to Gordon equal to the amount of principal outstanding divided by 0.20. | |||||||||||||||||||||||||
Promissory note | $ 40,000 | |||||||||||||||||||||||||
Interest Rate | 6.00% | |||||||||||||||||||||||||
Interest and principal both due date | Jan. 31, 2018 | |||||||||||||||||||||||||
Repaid of interest | 105 | |||||||||||||||||||||||||
First March 2018 Rosen Loan Agreement [Member] | ||||||||||||||||||||||||||
Related Party Loans (Textual) | ||||||||||||||||||||||||||
Promissory note | $ 10,000 | |||||||||||||||||||||||||
Warrant term | 5 years | |||||||||||||||||||||||||
Warrants issued to purchase shares | 10,000 | |||||||||||||||||||||||||
Warrants, exercise price | $ 0.20 | |||||||||||||||||||||||||
Interest Rate | 12.00% | |||||||||||||||||||||||||
Interest and principal both due date | Mar. 19, 2018 | |||||||||||||||||||||||||
Repaid of interest | 260 | |||||||||||||||||||||||||
Second March 2018 Rosen Loan Agreement [Member] | ||||||||||||||||||||||||||
Related Party Loans (Textual) | ||||||||||||||||||||||||||
Promissory note | $ 15,000 | |||||||||||||||||||||||||
Warrant term | 5 years | |||||||||||||||||||||||||
Warrants issued to purchase shares | 15,000 | |||||||||||||||||||||||||
Warrants, exercise price | $ 0.20 | |||||||||||||||||||||||||
Interest Rate | 12.00% | |||||||||||||||||||||||||
Interest and principal both due date | Mar. 24, 2018 | |||||||||||||||||||||||||
Repaid of interest | 365 | |||||||||||||||||||||||||
Third March 2018 Rosen Loan Agreement [Member] | ||||||||||||||||||||||||||
Related Party Loans (Textual) | ||||||||||||||||||||||||||
Convertible note | 10,000 | |||||||||||||||||||||||||
Unpaid interest | 230 | |||||||||||||||||||||||||
Promissory note | $ 10,000 | |||||||||||||||||||||||||
Warrant term | 5 years | |||||||||||||||||||||||||
Warrants issued to purchase shares | 10,000 | |||||||||||||||||||||||||
Warrants, exercise price | $ 0.20 | |||||||||||||||||||||||||
Interest Rate | 12.00% | |||||||||||||||||||||||||
Interest and principal both due date | Mar. 28, 2018 | |||||||||||||||||||||||||
Repaid of interest | 230 | |||||||||||||||||||||||||
May 2018 Schiller Loan Agreement [Member] | ||||||||||||||||||||||||||
Related Party Loans (Textual) | ||||||||||||||||||||||||||
Convertible note | 100,000 | |||||||||||||||||||||||||
Unpaid interest | 4,369 | |||||||||||||||||||||||||
Promissory note | $ 100,000 | |||||||||||||||||||||||||
Warrant term | 4 years | |||||||||||||||||||||||||
Warrants issued to purchase shares | 300,000 | |||||||||||||||||||||||||
Warrants, exercise price | $ 0.20 | |||||||||||||||||||||||||
Interest Rate | 13.00% | |||||||||||||||||||||||||
Interest and principal both due date | Feb. 2, 2019 | |||||||||||||||||||||||||
June 2018 Frommer Loan Agreement [Member] | ||||||||||||||||||||||||||
Related Party Loans (Textual) | ||||||||||||||||||||||||||
Fair value of warrants | $ 4,645 | |||||||||||||||||||||||||
Promissory note | $ 10,000 | |||||||||||||||||||||||||
Warrant term | 4 years | |||||||||||||||||||||||||
Warrants issued to purchase shares | 40,854 | 30,000 | ||||||||||||||||||||||||
Warrants, exercise price | $ 0.30 | $ 0.20 | ||||||||||||||||||||||||
Interest Rate | 6.00% | |||||||||||||||||||||||||
Interest and principal both due date | Mar. 7, 2019 | Aug. 17, 2018 | ||||||||||||||||||||||||
First July 2018 Schiller Loan Agreement [Member] | ||||||||||||||||||||||||||
Related Party Loans (Textual) | ||||||||||||||||||||||||||
Promissory note | $ 35,000 | |||||||||||||||||||||||||
Warrant term | 4 years | |||||||||||||||||||||||||
Warrants issued to purchase shares | 75,000 | 142,987 | ||||||||||||||||||||||||
Warrants, exercise price | $ 0.20 | $ 0.30 | ||||||||||||||||||||||||
Interest Rate | 6.00% | |||||||||||||||||||||||||
Interest and principal both due date | Mar. 7, 2019 | Aug. 17, 2018 | ||||||||||||||||||||||||
Second July 2018 Schiller Loan Agreement [Member] | ||||||||||||||||||||||||||
Related Party Loans (Textual) | ||||||||||||||||||||||||||
Promissory note | $ 25,000 | |||||||||||||||||||||||||
Warrant term | 4 years | |||||||||||||||||||||||||
Warrants issued to purchase shares | 101,900 | 75,000 | ||||||||||||||||||||||||
Warrants, exercise price | $ 0.30 | $ 0.20 | ||||||||||||||||||||||||
Interest Rate | 6.00% | |||||||||||||||||||||||||
Interest and principal both due date | Mar. 7, 2019 | Aug. 17, 2018 | ||||||||||||||||||||||||
First July 2018 Rosen Loan Agreements [Member] | ||||||||||||||||||||||||||
Related Party Loans (Textual) | ||||||||||||||||||||||||||
Promissory note | $ 10,000 | |||||||||||||||||||||||||
Warrants issued to purchase shares | 27,534 | |||||||||||||||||||||||||
Warrants, exercise price | $ 0.30 | |||||||||||||||||||||||||
Interest Rate | 6.00% | |||||||||||||||||||||||||
Interest and principal both due date | Aug. 17, 2018 | |||||||||||||||||||||||||
Second July 2018 Rosen Loan Agreements [Member] | ||||||||||||||||||||||||||
Related Party Loans (Textual) | ||||||||||||||||||||||||||
Promissory note | $ 50,000 | |||||||||||||||||||||||||
Warrant term | 4 years | |||||||||||||||||||||||||
Warrants issued to purchase shares | 203,967 | 150,000 | ||||||||||||||||||||||||
Warrants, exercise price | $ 0.30 | $ 0.20 | ||||||||||||||||||||||||
Interest Rate | 6.00% | |||||||||||||||||||||||||
Interest and principal both due date | Mar. 7, 2019 | Aug. 17, 2018 | ||||||||||||||||||||||||
November 2018 Rosen Loan Agreement [Member] | ||||||||||||||||||||||||||
Related Party Loans (Textual) | ||||||||||||||||||||||||||
Promissory note | $ 25,000,000 | |||||||||||||||||||||||||
Warrant term | 4 years | |||||||||||||||||||||||||
Warrants issued to purchase shares | 25,000 | |||||||||||||||||||||||||
Warrants, exercise price | $ 0.30 | |||||||||||||||||||||||||
Interest Rate | 6.00% | |||||||||||||||||||||||||
Interest and principal both due date | Dec. 23, 2018 | |||||||||||||||||||||||||
December 2018 Rosen Loan Agreement [Member] | ||||||||||||||||||||||||||
Related Party Loans (Textual) | ||||||||||||||||||||||||||
Promissory note | $ 75,000,000 | |||||||||||||||||||||||||
Warrant term | 4 years | |||||||||||||||||||||||||
Warrants issued to purchase shares | 75,000 | |||||||||||||||||||||||||
Warrants, exercise price | $ 0.30 | |||||||||||||||||||||||||
Interest Rate | 6.00% | |||||||||||||||||||||||||
Interest and principal both due date | Jan. 26, 2018 | |||||||||||||||||||||||||
December 2018 Gravitas Capital Loan Agreement [Member] | ||||||||||||||||||||||||||
Related Party Loans (Textual) | ||||||||||||||||||||||||||
Promissory note | $ 50,000,000 | |||||||||||||||||||||||||
Warrant term | 4 years | |||||||||||||||||||||||||
Warrants issued to purchase shares | 50,000 | |||||||||||||||||||||||||
Warrants, exercise price | $ 0.30 | |||||||||||||||||||||||||
Interest Rate | 6.00% | |||||||||||||||||||||||||
Interest and principal both due date | Jan. 27, 2018 | |||||||||||||||||||||||||
Investors [Member] | August 2017 Convertible Note Offering [Member] | ||||||||||||||||||||||||||
Related Party Loans (Textual) | ||||||||||||||||||||||||||
Gross proceeds of private placement offering | 505,000 | |||||||||||||||||||||||||
Short term debt | 645,000 | |||||||||||||||||||||||||
Convertible note | 1,416,026 | |||||||||||||||||||||||||
Unpaid interest | 202,362 | $ 206,026 | ||||||||||||||||||||||||
Issuance of warrants | 4,555,129 | |||||||||||||||||||||||||
Fair value of warrants | $ 440,157 | |||||||||||||||||||||||||
Increase of principal amount | 60,000 | |||||||||||||||||||||||||
Loss on extinguishment of debt | 500,157 | |||||||||||||||||||||||||
Units of securities | $ 6,000,000 | |||||||||||||||||||||||||
Conversion price per share | $ 0.20 | |||||||||||||||||||||||||
Convertible secured promissory note, description | Unit consisting of (a) a 15% Convertible Secured Promissory Note (each a "Note" and together the "Notes"), convertible into shares of the Company's common stock, par value $.001 per share ("Conversion Shares") at a conversion price of $0.20 per share (the "Conversion Price"), and (b) a five-year warrant (each a "Warrant and together the "Warrants") to purchase common stock equal to one hundred percent (100%) of the shares into which the Notes can be converted into ("Warrant Shares") at an exercise price of $0.20 per share ("Exercise Price"). | |||||||||||||||||||||||||
Maturity date, description | The Notes mature on the second (2nd) anniversary of their issuance dates. | |||||||||||||||||||||||||
Warrant term | 5 years | |||||||||||||||||||||||||
Warrants issued to purchase shares | 2,525,000 | |||||||||||||||||||||||||
Warrants, exercise price | $ 0.20 | |||||||||||||||||||||||||
Investors [Member] | February 2018 Convertible Note Offering [Member] | ||||||||||||||||||||||||||
Related Party Loans (Textual) | ||||||||||||||||||||||||||
Gross proceeds of private placement offering | 25,000 | |||||||||||||||||||||||||
Convertible note | 25,000 | |||||||||||||||||||||||||
Unpaid interest | $ 2,219 | |||||||||||||||||||||||||
Issuance of warrants | 125,000 | |||||||||||||||||||||||||
Units of securities | $ 750,000 | |||||||||||||||||||||||||
Conversion price per share | $ 0.20 | |||||||||||||||||||||||||
Convertible secured promissory note, description | Unit consisting of (a) a 15% Convertible Secured Promissory Note (each a "Note" and together the "Notes"), convertible into shares of the Company's common stock, par value $.001 per share ("Conversion Shares") at a conversion price of $0.20 per share (the "Conversion Price"), and (b) a five-year warrant (each a "Warrant and together the "Warrants") to purchase common stock equal to one hundred percent (100%) of the shares into which the Notes can be converted into ("Warrant Shares") at an exercise price of $0.20 per share ("Exercise Price"). | |||||||||||||||||||||||||
BCF and related debt discount | $ 1,063 | |||||||||||||||||||||||||
Warrant term | 5 years | |||||||||||||||||||||||||
Warrants, exercise price | $ 0.20 | |||||||||||||||||||||||||
Investors [Member] | March 2018 Convertible Note Offering [Member] | ||||||||||||||||||||||||||
Related Party Loans (Textual) | ||||||||||||||||||||||||||
Gross proceeds of private placement offering | $ 239,400 | |||||||||||||||||||||||||
Convertible note | 239,000 | |||||||||||||||||||||||||
Unpaid interest | $ 15,401 | |||||||||||||||||||||||||
Issuance of warrants | 1,197,000 | |||||||||||||||||||||||||
Third-party lender [Member] | Second December 2017 Note [Member] | ||||||||||||||||||||||||||
Related Party Loans (Textual) | ||||||||||||||||||||||||||
Convertible note | $ 100,000 | $ 100,000 | ||||||||||||||||||||||||
Unpaid interest | 10,542 | |||||||||||||||||||||||||
Conversion price per share | $ 0.20 | |||||||||||||||||||||||||
Warrant term | 5 years | |||||||||||||||||||||||||
Warrants issued to purchase shares | 500,000 | |||||||||||||||||||||||||
Warrants, exercise price | $ 0.20 | |||||||||||||||||||||||||
Interest Rate | 15.00% | |||||||||||||||||||||||||
Interest and principal both due date | Dec. 27, 2019 | |||||||||||||||||||||||||
Third-party lender [Member] | Second February 2018 Note [Member] | ||||||||||||||||||||||||||
Related Party Loans (Textual) | ||||||||||||||||||||||||||
Convertible note | $ 40,750 | 35,452 | ||||||||||||||||||||||||
Unpaid interest | $ 4,116 | |||||||||||||||||||||||||
Conversion price per share | $ 0.20 | |||||||||||||||||||||||||
Warrant term | 5 years | |||||||||||||||||||||||||
Warrants issued to purchase shares | 81,500 | |||||||||||||||||||||||||
Warrants, exercise price | $ 0.20 | |||||||||||||||||||||||||
Interest Rate | 18.00% | |||||||||||||||||||||||||
Interest and principal both due date | Sep. 30, 2018 | |||||||||||||||||||||||||
Original issue discount | $ 5,298 |
Capital Leases Payable (Details
Capital Leases Payable (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Capital Leases Payable [Abstract] | ||
Capital lease obligation to a financing company for a term of five (5) years, collateralized by equipment, with interest at 10.0% per annum, with principal and interest due and payable in monthly installments of $383.10 | $ 4,732 | $ 4,732 |
Less current maturities | (4,732) | |
Capital lease obligation, net of current maturities | ||
TOTAL CAPITAL LEASE OBLIGATION | $ 4,732 | $ 4,732 |
Capital Leases Payable (Detai_2
Capital Leases Payable (Details 1) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Capital Leases Payable [Abstract] | ||
2018: | $ 4,732 | $ 4,732 |
Capital Leases Payable (Detai_3
Capital Leases Payable (Details Textual) | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Capital Leases Payable (Textual) | |
Capital leases due amount | $ 383.10 |
Capital leases interest per annum | 10.00% |
Capital lease obligation term | 5 years |
Derivative Liabilities (Details
Derivative Liabilities (Details) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Derivative Instruments, Gain (Loss) [Line Items] | ||
Annual dividend rate | 0.00% | |
Low [Member] | Derivative Liabilities [Member] | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Annual dividend rate | 0.00% | |
Expected life | 6 months 29 days | |
Risk-free interest rate | 1.11% | |
Expected volatility | 90.71% | |
High [Member] | Derivative Liabilities [Member] | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Annual dividend rate | 0.00% | |
Expected life | 9 months | |
Risk-free interest rate | 1.16% | |
Expected volatility | 93.55% |
Derivative Liabilities (Detai_2
Derivative Liabilities (Details 1) | 12 Months Ended |
Dec. 31, 2017USD ($) | |
Schedule of changes in derivative liabilities (Line Items) | |
Derivative liabilities as January 1, 2017 | |
Derivative liabilities as December 31, 2017 | |
Level 1 [Member] | |
Schedule of changes in derivative liabilities (Line Items) | |
Derivative liabilities as January 1, 2017 | |
Addition | |
Conversion | |
Extinguishment Expense | |
Gain on changes in fair value | |
Derivative liabilities as December 31, 2017 | |
Level 2 [Member] | |
Schedule of changes in derivative liabilities (Line Items) | |
Derivative liabilities as January 1, 2017 | |
Addition | |
Conversion | |
Extinguishment Expense | |
Gain on changes in fair value | |
Derivative liabilities as December 31, 2017 | |
Level 3 [Member] | |
Schedule of changes in derivative liabilities (Line Items) | |
Derivative liabilities as January 1, 2017 | |
Addition | 332,942 |
Conversion | |
Extinguishment Expense | (397,288) |
Gain on changes in fair value | 64,346 |
Derivative liabilities as December 31, 2017 |
Derivative Liabilities (Detai_3
Derivative Liabilities (Details Textual) | 12 Months Ended |
Dec. 31, 2018 | |
Derivative Liabilities (Textual) | |
Dividend yield | 0.00% |
Stockholders' Deficit (Details)
Stockholders' Deficit (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Expected dividends | 0.00% | |
Stock Options [Member] | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Expected dividends | 0.00% | 0.00% |
Expected life of option | 5 years | |
Stock Options [Member] | Minimum [Member] | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Exercise price | $ 0.30 | $ 0.16 |
Expected volatility | 93.64% | 86.62% |
Risk free interest rate | 2.20% | 1.74% |
Expected life of option | 3 years 7 months 6 days | |
Stock Options [Member] | Maximum [Member] | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Exercise price | $ 0.75 | $ 0.75 |
Expected volatility | 116.27% | 86.62% |
Risk free interest rate | 2.56% | 2.10% |
Expected life of option | 4 years 3 months 19 days |
Stockholders' Deficit (Details
Stockholders' Deficit (Details 1) - $ / shares | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Options, Granted | 500,000 | |
Stock Options [Member] | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Options/Warrant, Outstanding | 17,649,990 | 2,250,000 |
Options, Granted | 15,499,990 | |
Options, Exercised | 0 | 0 |
Options, Cancelled/Modified | 0 | 100,000 |
Options/Warrant, Outstanding | 17,649,990 | 17,649,990 |
Options, Exercisable | 15,316,654 | 8,983,322 |
Weighted Average Exercise Price, Outstanding | $ 0.42 | $ 0.34 |
Weighted Average Exercise Price, Granted | 0 | 0.43 |
Weighted Average Exercise Price, Exercised | 0 | 0 |
Weighted Average Exercise Price Cancelled/Modified | 0 | 0.4 |
Weighted Average Exercise Price, Outstanding | 0.42 | 0.42 |
Weighted Average Exercise Price, Exercisable | $ 0.36 | $ 0.27 |
Weighted Average Remaining Contractual Life (in years), Outstanding | 4 years 3 months 8 days | 4 years 4 months 17 days |
Weighted Average Remaining Contractual Life (in years), Granted | 5 years | |
Weighted Average Remaining Contractual Life (in years), Outstanding | 3 years 3 months 8 days | 4 years 3 months 8 days |
Weighted Average Remaining Contractual Life (in years), Exercisable | 3 years 2 months 30 days | 4 years 1 month 24 days |
Stockholders' Deficit (Detail_2
Stockholders' Deficit (Details 2) - Stock Options [Member] | 12 Months Ended |
Dec. 31, 2018USD ($)shares | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Options | shares | 700,000 |
Value | $ | $ 56,495 |
Purpose for Grant | Service Rendered |
Stockholders' Deficit (Detail_3
Stockholders' Deficit (Details 3) - $ / shares | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Expected dividends | 0.00% | |
Warrants [Member] | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Expected dividends | 0.00% | 0.00% |
Expected life of warrant | 5 years | |
Warrants [Member] | Minimum [Member] | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Exercise price | $ 0.20 | $ 0.20 |
Expected volatility | 92.14% | 96.76% |
Risk free interest rate | 1.64% | 102.21% |
Expected life of warrant | 4 years | |
Warrants [Member] | Maximum [Member] | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Exercise price | $ 0.30 | $ 0.20 |
Expected volatility | 109.54% | 102.21% |
Risk free interest rate | 3.09% | 2.26% |
Expected life of warrant | 5 years |
Stockholders' Deficit (Detail_4
Stockholders' Deficit (Details 4) - $ / shares | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Warrants, Granted | 500,000 | |
Warrants [Member] | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Options/Warrant, Outstanding | 46,193,779 | 15,541,666 |
Warrants, Granted | 64,665,283 | 30,652,113 |
Warrant, Exercised | ||
Warrants, Forfeited/Cancelled | ||
Options/Warrant, Outstanding | 110,859,062 | 46,193,779 |
Weighted Average Exercise Price, Outstanding | $ 0.25 | $ 0.36 |
Weighted Average Exercise Price, Granted | 0.27 | 0.2 |
Weighted Average Exercise Price, Exercised | ||
Weighted Average Exercise Price, Forfeited/Cancelled | ||
Weighted Average Exercise Price, Outstanding | $ 0.27 | $ 0.25 |
Stockholders' Deficit (Detail_5
Stockholders' Deficit (Details 5) - Warrants [Member] | 12 Months Ended |
Dec. 31, 2018$ / sharesshares | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Warrants Outstanding, Exercise price | $ 0.27 |
Warrants Outstanding, Number Outstanding | shares | 110,859,062 |
Warrants Outstanding, Weighted Average Remaining Contractual Life (in years) | 3 years 10 months 3 days |
Warrants Exercisable, Weighted Average Exercise Price | $ 0.27 |
Warrants Exercisable , Number Exercisable | shares | 110,819,062 |
Warrants Exercisable, Weighted Average Exercise Price | $ 0.27 |
Stockholders' Deficit (Detail_6
Stockholders' Deficit (Details Textual) - USD ($) | Jun. 30, 2017 | Feb. 13, 2017 | Aug. 31, 2018 | Feb. 07, 2017 | Feb. 01, 2017 | Jan. 29, 2016 | Dec. 21, 2015 | Dec. 09, 2015 | Feb. 13, 2015 | Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Oct. 30, 2018 | Dec. 31, 2016 |
Stockholders' Deficit (Textual) | ||||||||||||||||
Number of shares authorized to issue | 320,000,000 | |||||||||||||||
Common stock, par value | $ 0.001 | $ 0.001 | ||||||||||||||
Common stock, shares authorized | 300,000,000 | 300,000,000 | ||||||||||||||
Stock issued to consultants for services, value | $ 116,300 | $ 307,427 | ||||||||||||||
Options, Granted | 500,000 | |||||||||||||||
Share based payments | $ 346,954 | 1,262,377 | ||||||||||||||
Inducement in convection of preferred conversions | $ 2,016,634 | 2,016,634 | ||||||||||||||
Investor deposit | $ 208,428 | |||||||||||||||
Common stock exercise price | $ 0.20 | $ 0.30 | ||||||||||||||
August 2018 Equity Raise [Member] | ||||||||||||||||
Stockholders' Deficit (Textual) | ||||||||||||||||
Common stock shares issued | 2,200,000 | |||||||||||||||
Common stock shares issued, value | $ 161,406 | |||||||||||||||
Debt securities conversion, description | The Company entered into those certain letter agreements (the "Debt Conversion Agreements") with certain holders of its debt securities (the "Debt Holders"), for the conversion of an aggregate amount of $7,997,939 of principal and $1,028,890 of accrued but unpaid interest of the Company's debt obligations into 45,128,959 shares of Common Stock at a conversion price equal to $0.20 per share. Additionally, as inducement to enter into the Debt Conversion Agreement, the Debt Holders were issued warrants to purchase 22,564,504 shares of Common Stock at an exercise price equal to $0.30 per share, expiring five years from the date of issuance (the "Incentive Debt Warrants"). The Company recorded a Loss on extinguishment of debt of $2,913,934 in connection with of the debt conversions. See Notes 6, 7 and 8. | |||||||||||||||
Purchase agreement, description | The Company consummated the initial closing (the "Initial Closing") of a private placement offering of its securities of up to $5,000,000 (the "August 2018 Equity Raise"). In connection with the August 2018 Equity Raise, the Company entered into definitive securities purchase agreements (the "Purchase Agreements") for aggregate gross proceeds of $2,787,462. Pursuant to the Purchase Agreement, the Purchasers purchased an aggregate of 11,149,848 shares of common stock at $0.25 per share and received warrants to purchase 11,149,848 shares of common stock at an exercise price of $0.30 per share (the "Purchaser Warrants", collectively, the "Securities"). | |||||||||||||||
Warrants to purchase | 139,984 | |||||||||||||||
Common stock exercise price | $ 0.30 | |||||||||||||||
Stock issuances costs | $ 536,342 | |||||||||||||||
Preferred stock conversion agreements description | The Company entered into those letter agreements (the "Preferred Stock Conversion Agreements") with certain holders (the "Preferred Holders") of its Series A Cumulative Convertible Preferred Stock and Series B Cumulative Convertible Preferred Stock (the "collectively, the Preferred Stock") whereby the Preferred Holders converted 38,512 shares of the Preferred Stock into an aggregate of 26,866,582.00 shares of Common Stock at conversion prices equal to $0.19683 per share for Series A and $0.164 per share for Series B. As in an inducement to enter into the Preferred Stock Conversion Agreements, the Preferred Holders were issued warrants to purchase 13,433,305 shares of Common Stock at an exercise price equal to $0.30 per share, expiring five years from the date of issuance (the "Incentive Preferred Warrants", and together with the Incentive Debt Warrants, the "Incentive Warrants"). The Company recorded an inducement of $2,016,634 in connection with of the Preferred conversions and is recorded as an adjustment to net loss attributable to common shareholders, on the statements of operations. | |||||||||||||||
Debt Conversion Agreements [Member] | ||||||||||||||||
Stockholders' Deficit (Textual) | ||||||||||||||||
Debt securities conversion, description | The Company entered into those certain letter agreements (the "Debt Conversion Agreements") with certain holders of its debt securities (the "Debt Holders"), for the conversion of an aggregate amount of $7,992,570 of principal and $1,028,772 of accrued but unpaid interest of the Company's debt obligations into 45,106,731 shares of Common Stock at a conversion price equal to $0.20 per share. Additionally, as inducement to enter into the Debt Conversion Agreement, the Debt Holders were issued warrants to purchase 22,553,390 shares of Common Stock at an exercise price equal to $0.30 per share, expiring five years from the date of issuance (the "Incentive Debt Warrants"). The Company recorded a Loss on extinguishment of debt of $2,914,917 in connection with of the debt conversions. | |||||||||||||||
2015 Stock Incentive and Award Plan [Member] | ||||||||||||||||
Stockholders' Deficit (Textual) | ||||||||||||||||
Issuance of common stock | 18,000,000 | |||||||||||||||
Series A Cumulative Convertible Preferred Stock [Member] | ||||||||||||||||
Stockholders' Deficit (Textual) | ||||||||||||||||
Fair value of warrants | 0 | |||||||||||||||
Convertible preferred stock | 100,000 | |||||||||||||||
Shares of Series A stated value | $ 100 | |||||||||||||||
Dividend payments, description | Upon the occurrence of an Event of Default (as defined below) and while such Event of Default is outstanding, such dividend rate shall be increased to 15% per annum on the Series A Stated Value. At the Company's option, such dividend payments may be made in (i) cash (ii) additional shares of Series A valued at the Series A Stated Value thereof, in an amount equal to 150% of the cash dividend otherwise payable or (iii) a combination of cash and additional shares of Series A, provided there is not an existing current Event of Default on the date on which a dividend payment is payable, in which event the Holder entitled to receive such dividend may elect to receive such dividends in cash or additional shares of Series A Preferred. | |||||||||||||||
Conversion price | $ 0.25 | $ 0.164 | ||||||||||||||
Accrued dividends | $ 636,772 | |||||||||||||||
Conversion of common stock, description | (i) the number of shares of Common Stock beneficially owned by the Holder and its Affiliates on such Conversion Date, and (ii) the number of Conversion Shares issuable upon the conversion of the Conversion Amount with respect to which the determination of this provision is being made on such Conversion Date, which would result in the aggregate beneficial ownership by the Holder and its Affiliates of more than 4.99% of the outstanding shares of Common Stock of the Corporation. For the purposes of the proviso to the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the 1934 Act and Regulation 13d-3 thereunder. Subject to the foregoing, the Holder shall not be limited to successive exercises which would result in the aggregate issuance of more than 4.99%. The Holder may allocate which of the equity of the Corporation deemed beneficially owned by the Holder shall be included in the 4.99% amount described above and which shall be allocated to the excess above 4.99%. The Holder may waive the conversion limitation described in this Section in whole or in part, upon and effective after sixty-one (61) days' prior written notice to the Corporation. | |||||||||||||||
Accrued for liquidating damages | $ 0 | $ 0 | ||||||||||||||
Series B Cumulative Convertible Preferred Stock [Member] | ||||||||||||||||
Stockholders' Deficit (Textual) | ||||||||||||||||
Fair value of warrants | $ 0 | |||||||||||||||
Convertible preferred stock | 20,000 | 0 | ||||||||||||||
Shares of Series A stated value | $ 100 | |||||||||||||||
Preferential dividends rate | 6.00% | |||||||||||||||
Dividend payments, description | Upon the occurrence of an Event of Default as defined below and while such Event of Default is outstanding, such dividend rate shall be increased to 15% per annum on the Series B Stated Value. At the Corporation's option, such dividend payments may be made in (i) cash (ii) additional shares of Series B valued at the Series B Stated Value thereof, in an amount equal to 100% of the cash dividend otherwise payable or (iii) a combination of cash and additional shares of Series B, provided there is not an existing current Event of Default on the date on which a dividend payment is payable, in which event the Holder entitled to receive such dividend may elect to receive such dividends in cash or additional shares of Series B Preferred. | |||||||||||||||
Conversion price | $ 0.30 | $ 0.197 | ||||||||||||||
Accrued dividends | $ 118,289 | |||||||||||||||
Conversion of common stock, description | (i) the number of shares of Common Stock beneficially owned by the Holder and its Affiliates on such Conversion Date, and (ii) the number of Conversion Shares issuable upon the conversion of the Conversion Amount with respect to which the determination of this proviso is being made on such Conversion Date, which would result in the aggregate beneficial ownership by the Holder and its Affiliates of more than 4.99% of the outstanding shares of Common Stock of the Corporation. For the purposes of the proviso to the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the 1934 Act and Regulation 13d-3 thereunder. Subject to the foregoing, the Holder shall not be limited to successive exercises which would result in the aggregate issuance of more than 4.99%. The Holder may allocate which of the equity of the Corporation deemed beneficially owned by the Holder shall be included in the 4.99% amount described above and which shall be allocated to the excess above 4.99%. The Holder may waive the conversion limitation described in this Section in whole or in part, upon and effective after sixty one (61) days' prior written notice to the Corporation. | |||||||||||||||
Accrued for liquidating damages | $ 0 | $ 0 | ||||||||||||||
Shares upon conversion total amount | $ 0 | |||||||||||||||
Series D Convertible Preferred Stock [Member] | ||||||||||||||||
Stockholders' Deficit (Textual) | ||||||||||||||||
Convertible preferred stock | 2,100,000 | 914 | ||||||||||||||
Shares of Series A stated value | $ 100 | |||||||||||||||
Conversion price | $ 0.25 | |||||||||||||||
Conversion of common stock, description | (i) the number of shares of Common Stock beneficially owned by the Holder and its Affiliates on such Conversion Date, and (ii) the number of Conversion Shares issuable upon the conversion of the Conversion Amount with respect to which the determination of this proviso is being made on such Conversion Date, which would result in the aggregate beneficial ownership by the Holder and its Affiliates of more than 4.99% of the outstanding shares of Common Stock of the Corporation. For the purposes of the proviso to the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the 1934 Act and Regulation 13d-3 thereunder. Subject to the foregoing, the Holder shall not be limited to successive exercises which would result in the aggregate issuance of more than 4.99%. The Holder may allocate which of the equity of the Corporation deemed beneficially owned by the Holder shall be included in the 4.99% amount described above and which shall be allocated to the excess above 4.99%. The Holder may waive the conversion limitation described in this Section in whole or in part, upon and effective after sixty one (61) days' prior written notice to the Corporation. | |||||||||||||||
Conversion of Stock, Shares Issued | 266,325 | |||||||||||||||
Series A Preferred Stock [Member] | ||||||||||||||||
Stockholders' Deficit (Textual) | ||||||||||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | ||||||||||||||
Stock Options [Member] | ||||||||||||||||
Stockholders' Deficit (Textual) | ||||||||||||||||
Aggregate intrinsic value of options outstanding | $ 0 | $ 1,000 | ||||||||||||||
Aggregate intrinsic value of options exercisable | $ 1,000 | |||||||||||||||
Options, Granted | 15,499,990 | |||||||||||||||
Share based payments | $ 463,619 | $ 232,129 | ||||||||||||||
Common Stock [Member] | ||||||||||||||||
Stockholders' Deficit (Textual) | ||||||||||||||||
Restricted common stock issued, shares | 947,440 | 1,767,633 | ||||||||||||||
Restricted common stock issued to settle liabilities, value | $ 353,732 | $ 293,427 | ||||||||||||||
Gain on settlement of vendor liabilities | $ 167,905 | |||||||||||||||
Stock issued to consultants for services, shares | 610,000 | 1,867,633 | ||||||||||||||
Stock issued to consultants for services, value | $ 610 | $ 1,868 | ||||||||||||||
Common Stock [Member] | Placement Agent Agreement [Member] | ||||||||||||||||
Stockholders' Deficit (Textual) | ||||||||||||||||
Restricted common stock issued, shares | 133,333 | 800,000 | ||||||||||||||
Warrant [Member] | ||||||||||||||||
Stockholders' Deficit (Textual) | ||||||||||||||||
Warrants issued | 10,481,016 | 16,597,719 | ||||||||||||||
Fair value of warrants | $ 1,284,683 | $ 1,472,161 | ||||||||||||||
Warrants to purchase | 12,150 | |||||||||||||||
Warrant [Member] | Promissory note [Member] | ||||||||||||||||
Stockholders' Deficit (Textual) | ||||||||||||||||
Warrants issued | 2,962,884 | 47,287,641 | ||||||||||||||
Fair value of warrants | $ 501,268 | $ 6,418,381,000 | ||||||||||||||
Warrant [Member] | Notes payable - related party [Member] | ||||||||||||||||
Stockholders' Deficit (Textual) | ||||||||||||||||
Warrants issued | 2,530,242 | 345,500 | ||||||||||||||
Fair value of warrants | $ 429,340 | $ 38,109 | ||||||||||||||
Warrant [Member] | Convertible notes payable - related party [Member] | ||||||||||||||||
Stockholders' Deficit (Textual) | ||||||||||||||||
Warrants issued | 1,403,500 | 7,115,129 | ||||||||||||||
Fair value of warrants | $ 162,834 | $ 680,037 |
Commitments and Contingencies_2
Commitments and Contingencies (Details) | Dec. 31, 2018USD ($) |
Summary of future minimum lease payments | |
2019 | $ 75,358 |
2020 | 79,281 |
2021 | 83,321 |
2022 | 88,528 |
2023 | 53,935 |
Total | $ 380,423 |
Commitments and Contingencies_3
Commitments and Contingencies (Details Textual) | May 05, 2018USD ($)ft² | Sep. 30, 2018USD ($) | Sep. 30, 2017USD ($) | Sep. 30, 2017USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) |
Commitments and Contingencies (Textual) | ||||||
Lease term | 5 years | |||||
Area of office space | ft² | 2,300 | |||||
Rent expense | $ 20,557 | $ 66,569 | $ 144,425 | $ 179,186 | $ 146,056 | |
Lease term, Description | The Company signed a 5-year lease for approximately 2,300 square feet of office space at 2050 Center Avenue suite 640, Fort lee, New Jersey 07024. Commencement date of the lease is June 1, 2018. Total amount due under this lease is $411,150. | |||||
Total amount due | $ 411,150 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Net deferred tax assets - Non-current: | ||
Depreciation | $ 14,168 | $ 10,500 |
Stock based compensation | 533,187 | 350,622 |
Expected income tax benefit from NOL carry-forwards | 3,413,650 | 1,953,856 |
Less valuation allowance | (3,961,005) | (2,314,978) |
Deferred tax assets, net of valuation allowance |
Income Taxes (Details 1)
Income Taxes (Details 1) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Income Taxes [Abstract] | ||
Federal statutory income tax rate | 21.00% | 21.00% |
State tax rate, net of federal benefit | 6.50% | 6.30% |
Change in valuation allowance on net operating loss carry-forwards | 27.50% | 27.30% |
Effective income tax rate | 0.00% | 0.00% |
Income Taxes (Details Textual)
Income Taxes (Details Textual) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax (Textual) | ||
Federal net operating loss carryforwards | $ 12.5 | |
Federal net operating loss expire date | Dec. 31, 2023 | |
Federal income tax rate | 21.00% | 21.00% |
During period provides immediate expensing, description | The Act also provides for immediate expensing of 100% or the costs of qualified property that is incurred and placed in service during the period from September 27, 2017 to December 31, 2022. Beginning January 1, 2023, the immediate expensing provision is phased down by 20% per year until it is completely phased out as of January 1, 2027. | |
Minimum [Member] | ||
Income Tax (Textual) | ||
Federal income tax rate | 21.00% | |
Maximum [Member] | ||
Income Tax (Textual) | ||
Federal income tax rate | 35.00% |
Subsequent Events (Details)
Subsequent Events (Details) | 1 Months Ended | 12 Months Ended | |
Oct. 30, 2018USD ($)$ / sharesshares | Dec. 31, 2018USD ($)Agreements$ / sharesshares | Dec. 31, 2017USD ($) | |
Subsequent Events (Textual) | |||
Warrant term | 5 years | ||
Warrants purchase of common stock | 644,000 | ||
Warrants, exercise price | $ / shares | $ 0.30 | $ 0.20 | |
Potential amount | $ | $ 161,000 | $ 791,833 | $ 1,441,585 |
Aggregate gross proceeds of amount | $ | $ 655,000 | ||
Aggregate shares of common stock | 61,832,962 | ||
Number of promissory note agreements | Agreements | 4 | ||
Common stock receive | 33,333 | ||
Common stock exchange | 100,000 | ||
Purchase Agreements [Member] | |||
Subsequent Events (Textual) | |||
Aggregate shares of common stock | 2,727,320 | ||
Purchase price per share | $ / shares | $ 0.25 | ||
Promissory note agreements [Member] | |||
Subsequent Events (Textual) | |||
Warrants purchase of common stock | 864,600 | ||
Aggregate gross proceeds of amount | $ | $ 380,000 | ||
Warrant [Member] | Purchase Agreements [Member] | |||
Subsequent Events (Textual) | |||
Aggregate shares of common stock | 2,727,320 | ||
Purchase price per share | $ / shares | $ 0.30 | ||
Investors [Member] | Warrant [Member] | Promissory note agreements [Member] | |||
Subsequent Events (Textual) | |||
Aggregate shares of common stock | 417,500 | ||
Additional 25 accredited investors [Member] | Purchase Agreements [Member] | |||
Subsequent Events (Textual) | |||
Aggregate gross proceeds of amount | $ | $ 581,829 |