Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2018 | Nov. 14, 2018 | |
Document and Entity Information | ||
Entity Registrant Name | SPINDLE, INC. | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2018 | |
Amendment Flag | false | |
Entity Central Index Key | 1,403,802 | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 115,250,234 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Current Reporting Status | Yes | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q3 | |
Trading Symbol | spdl |
Balance Sheets
Balance Sheets - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 2,762 | $ 11,753 |
Accounts receivable, net | 22,800 | 5,091 |
Prepaid expenses and deposits | 36,364 | 17,267 |
Total current assets | 61,926 | 34,111 |
Other assets | ||
Property and equipment, net | 5,106 | 9,245 |
Total other assets | 5,106 | 9,245 |
Total assets | 67,032 | 43,356 |
Current liabilities | ||
Accounts payable and accrued liabilities | 706,437 | 520,282 |
Advances | 36,848 | 114,500 |
Accrued liabilities - related party | 520,968 | 373,050 |
Notes payable | 44,552 | 44,552 |
Convertible notes payable, net | 502,791 | 255,122 |
Convertible notes payable - related party, net | 305,765 | 126,706 |
Contingent liabilities | 297,312 | 297,312 |
Derivative liability | 807,362 | |
Derivative liability - related party | 498,457 | 261,784 |
Total current liabilities | 3,720,492 | 1,993,308 |
Total liabilities | 3,720,492 | 1,993,308 |
Stockholders' equity | ||
Preferred stock, value | ||
Common stock, value | 90,596 | 83,073 |
Common stock authorized and unissued | 4,657 | 139 |
Additional paid-in capital | 29,986,040 | 29,299,850 |
Accumulated deficit | (33,734,753) | (31,333,014) |
Total stockholders' equity | (3,653,460) | (1,949,952) |
Total liabilities and stockholders' equity | $ 67,032 | $ 43,356 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2018 | Dec. 31, 2017 |
Balance Sheets | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 300,000,000 | 300,000,000 |
Common stock, shares issued | 90,596,207 | 83,073,798 |
Common stock, shares outstanding | 90,596,207 | 83,073,798 |
Statements of Operations
Statements of Operations - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Income Statement | ||||
Sales income | $ 2,252 | $ 48,469 | $ 7,562 | $ 119,733 |
Cost of sales | 583 | 7,099 | 2,904 | 44,577 |
Gross profit | 1,669 | 41,370 | 4,658 | 75,156 |
Expenses: | ||||
Depreciation and amortization | 1,270 | 11,099 | 4,138 | 27,333 |
Promotional and marketing | 13 | 8,109 | 3,513 | 17,872 |
Consulting | 31,933 | 147,205 | 327,901 | 343,392 |
Salaries and wages | 57,283 | 240,397 | 207,419 | 557,968 |
Director fees | 28,996 | 12,583 | 78,346 | 91,086 |
Professional fees | 52,358 | 82,932 | 208,171 | 325,500 |
General and administrative expenses | 107,249 | 115,320 | 351,831 | 303,478 |
Total operating expenses | 279,102 | 617,645 | 1,181,319 | 1,666,629 |
Net operating income (loss) | (277,433) | (576,275) | (1,176,661) | (1,591,473) |
Other income (expense) | ||||
Gain (loss) on settlement | 8,758 | 24,892 | (195,244) | |
Gain (loss) on change of derivative liability | (632,666) | (481,919) | ||
Gain (loss) on cancellation of shares | 8,250 | 8,250 | ||
Other income | 11,400 | 238,716 | 23,362 | 238,749 |
Interest expense, net | 100,743 | 24,403 | 591,486 | 136,370 |
Interest expense - related party | 66,082 | 5,603 | 199,927 | 118,056 |
Total other income (expense) | (779,333) | 216,960 | (1,225,078) | (202,671) |
Loss before provision for income taxes | (1,056,766) | (359,315) | (2,401,739) | (1,794,144) |
Provision for income taxes | ||||
Net (loss) | $ (1,056,766) | $ (359,315) | $ (2,401,739) | $ (1,794,144) |
Weighted average number of common shares outstanding - basic and diluted | 93,232,267 | 83,131,651 | 89,086,447 | 78,385,210 |
Net (loss) per share - basic and diluted | $ (0.01) | $ 0 | $ (0.03) | $ (0.02) |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Operating activities | ||
Net (loss) | $ (2,401,739) | $ (1,794,144) |
Adjustments to reconcile net loss to net cash (used) by operating activities: | ||
Shares issued for services | 251,103 | 64,810 |
Shares issued for services - related party | 4,596 | 116,570 |
Share based compensation expense | 25,366 | 37,244 |
Depreciation and amortization | 4,139 | 27,333 |
Gain (loss) on sale of intangible assets | 268,715 | |
Amortization of debt discounts | 446,737 | 209,261 |
Gain (loss) on cancellation of shares | 8,250 | |
Non-cash interest expense | 270,412 | |
Gain (loss) on change of derivative liability | (481,919) | |
Gain (loss) on settlement | 24,892 | (195,244) |
Changes in operating assets and liabilities: | ||
Decrease (increase) in accounts receivable | (19,809) | 69,443 |
Decrease (increase) in prepaid expenses and deposits | (30,000) | 213,907 |
Increase (decrease) in accounts payable and accrued expenses | 181,154 | 161,518 |
Increase (decrease) in accrued expenses - related party | 106,917 | 161,418 |
Net cash (used in) operating activities | (704,097) | (814,361) |
Cash flows from investing activities | ||
Sale of intangible assets | 278,715 | |
Net cash provided by (used in) investing activities | 278,715 | |
Cash flows from financing activities | ||
Proceeds from notes and advances | 462,000 | 319,500 |
Payments on notes and advances | 37,894 | 42,500 |
Proceeds from notes and advances - related parties | 41,000 | 100,000 |
Proceeds from sale of common stock | 230,000 | 157,490 |
Proceeds from exercise of warrants | 15,120 | |
Net cash provided by (used in) financing activities | 695,106 | 549,610 |
Net increase (decrease) in cash | (8,991) | 13,964 |
Cash - beginning of the period | 11,753 | 3,642 |
Cash - ending of the period | $ 2,762 | $ 17,606 |
Basis of Presentation
Basis of Presentation | 9 Months Ended |
Sep. 30, 2018 | |
Notes | |
Basis of Presentation | NOTE 1 - BASIS OF PRESENTATION The interim condensed financial statements included herein, presented in accordance with accounting principles generally accepted in the United States of America (GAAP), have been prepared by the Company, without audit, pursuant to the rules and regulations of the SEC. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading. These statements reflect all adjustments, consisting of normal recurring adjustments, which, in the opinion of management, are necessary for fair presentation of the information contained therein. It is suggested that these interim condensed financial statements be read in conjunction with the financial statements of the Company for the year ended December 31, 2017 and notes thereto included in the Company's Annual Report on Form 10-K/A. The Company follows the same accounting policies in the preparation of interim reports. Results of operations for the interim periods are not indicative of annual results. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2018 | |
Notes | |
Summary of Significant Accounting Policies | NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Cash and cash equivalents The Company considers cash and cash equivalents to include all stable, highly liquid investments with an original maturity of three months or less from the date of purchase. Use of estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Revenue recognition We have analyzed our revenue transactions pursuant to ASU 2014-09, Revenue, and there was no material impact due to the transition from ASC 605 to ASU 2014-09. Our revenues are recognized when control of the promised services is transferred to a customer, in an amount that reflects the consideration that we expect to receive in exchange for those services. In discussion with management, we apply the following five steps to determine the appropriate amount of revenue to be recognized as we fulfill our obligations under each of our agreements: a) identify the contract with a customer; b) identify the performance obligations in the contract; c) determine the transaction price; d) allocate the transaction price to performance obligations in the contract; and e) recognize revenue as the performance obligation is satisfied. Accounts receivable, net Accounts receivable is reported at the customers outstanding balances, less any allowance for doubtful accounts. An allowance for doubtful accounts on accounts receivable is charged to operations in amounts sufficient to maintain the allowance for uncollectible accounts at a level management believes is adequate to cover any probable losses. Management determines the adequacy of the allowance based on historical write-off percentages and information collected from individual customers. Accounts receivable are charged off against the allowance when collectability is determined to be permanently impaired. Interest is not accrued on overdue accounts receivable. Property and equipment Property and equipment are stated at cost. Major renewals and improvements are charged to the asset accounts while replacements, maintenance and repairs that do not improve or extend the lives of the respective assets are expensed. At the time property and equipment are retired or otherwise disposed of, the asset and related accumulated depreciation accounts are relieved of the applicable amounts. Gains or losses from retirements or sales are credited or charged to income . Depreciation is computed on the straight-line and accelerated methods for financial reporting purposes based upon the following estimated useful lives: Computer software 10 years Computer hardware 5 years Office furniture 7 years Long-lived assets The Company accounts for its long-lived assets in accordance with Accounting Standards Codification (ASC) Topic 360-10-05, Accounting for the Impairment or Disposal of Long-Lived Assets. ASC Topic 360-10-05 requires that long-lived assets be reviewed for impairment whenever events or changes in circumstances indicate that the historical cost carrying value of an asset may no longer be appropriate. The Company assesses recoverability of the carrying value of an asset by estimating the future net cash flows expected to result from the asset, including eventual disposition. If the future net cash flows are less than the carrying value of the asset, an impairment loss is recorded equal to the difference between the assets carrying value and fair value or disposable value. Beneficial Conversion Feature If the conversion features of conventional convertible debt provide for a rate of conversion that is below market value, this feature is characterized as a beneficial conversion feature (BCF). We record a BCF as a debt discount pursuant to ASC Topic 470-20 Debt with Conversion and Other Options. In those circumstances, the convertible debt is recorded net of the discount related to the BCF and we amortize the discount to interest expense over the life of the debt using the effective interest method. Debt Discount The Company determines if a convertible debenture should be accounted for as liability or equity under ASC 480, Liabilities - Distinguishing Liabilities from Equity (ASC 480). ASC 480 applies to certain contracts involving a companys own equity and requires that issuers classify the following freestanding financial instruments as liabilities. Mandatorily redeemable financial instruments, obligations that require or may require repurchase of the issuers equity shares by transferring assets (e.g., written put options and forward purchase contracts), and certain obligations where at inception the monetary value of the obligation is based solely or predominantly on: - A fixed monetary amount known at inception, for example, a payable settleable with a variable number of the issuers equity shares with an issuance date fair value equal to a fixed dollar amount, - Variations in something other than the fair value of the issuers equity shares, for example, a financial instrument indexed to the S&P 500 and settleable with a variable number of the issuers equity shares, or - Variations inversely related to changes in the fair value of the issuers equity shares, for example, a written put that could be net share settled. If the entity determined the instrument meets the guidance under ASC 480 the instrument is accounted for as a liability with a respective debt discount. The Company records debt discounts in connection with raising funds through the issuance of promissory notes (see Notes 9, 10 and 11). These costs are amortized to non-cash interest expense over the life of the debt. If a conversion of the underlying debt occurs, a proportionate share of the unamortized amounts is immediately expensed. Valuation of Derivative Instruments ASC 815-40 requires that embedded derivative instruments be bifurcated and assessed, along with free-standing derivative instruments such as warrants, on their issuance date and in accordance with ASC 815-40-15 to determine whether they should be considered a derivative liability and measured at their fair value for accounting purposes. In determining the appropriate fair value, the Company uses the Binomial option pricing formula and present value pricing. At September 30, 2018, we adjusted our derivative liabilities to their fair value, and reflected the changes in fair value in our condensed statements of operations. Stock-based compensation The Company accounts for stock-based payments to employees in accordance with ASC 718, Stock Compensation (ASC 718). Stock-based payments to employees include grants of stock, grants of stock options and issuance of warrants that are recognized in the statement of operations based on their fair values at the date of grant. We account for stock-based payments to non-employees in accordance with ASC 505-50, Equity-Based Payments to Non-Employees (ASC 505-50). Stock-based payments to non-employees include grants of stock, grants of stock options and issuances of warrants that are recognized in the statement of operations based on the value of the vested portion of the award over the requisite service period as measured at its then-current fair value as of each financial reporting date. The Company calculates the fair value of option grants and warrant issuances utilizing the Black-Scholes pricing model. The amount of stock-based compensation recognized during a period is based on the value of the portion of the awards that are ultimately expected to vest. ASC 718 requires forfeitures to be estimated at the time stock options are granted and warrants are issued to employees and non-employees, and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The term forfeitures is distinct from cancellations or expirations and represents only the unvested portion of the surrendered stock option or warrant. We estimate forfeiture rates for all unvested awards when calculating the expense for the period. In estimating the forfeiture rate, the Company monitors both stock option and warrant exercises as well as employee termination patterns. The resulting stock-based compensation expense for both employee and non-employee awards is generally recognized as compensation under ASC Topic 505-50. In accordance with ASC 505-50, the cost of stock-based compensation is measured at the grant date based on the value of the award and is recognized over the vesting period. The value of the stock-based award is determined using the Black-Scholes option-pricing model, whereby compensation cost is the excess of the fair value of the award as determined by the pricing model at the grant date or other measurement date over the amount that must be paid to acquire the stock. Loss per share We report earnings (loss) per share in accordance with ASC Topic 260-10, "Earnings per Share." Basic earnings (loss) per share is computed by dividing income (loss) available to common shareholders by the weighted average number of common shares available. Diluted earnings (loss) per share is computed similar to basic earnings (loss) per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. Diluted earnings (loss) per share is the same as loss per share since the effect of the assumed conversion of warrants and debt to purchase common shares would have an anti-dilutive effect. Potential common shares as of September 30, 2018 that have been excluded from the computation of diluted net loss per share amounted to 2,814,439 shares comprised of 1,292,500 options and 1,521,939 warrants. At September 30, 2018, 762,500 of the 1,292,500 potential common shares that could be issued upon the exercise of the options had vested, and all 1,521,939 common shares that could be issued upon the exercise of the warrants had vested. Income taxes We account for income taxes under the provisions of Income Taxes (ASC 740). The method of accounting for income taxes under ASC 740 is an asset and liability method. The asset and liability method requires the recognition of deferred tax liabilities and assets for the expected future tax consequences of temporary differences between tax bases and financial reporting bases of other assets and liabilities. The Company did not recognize any deferred tax liabilities or assets at December 31, 2017 or during the nine months ended September 30, 2018 or September 30, 2017. Fair value of financial instruments We account for non-recurring fair value measurements of our non-financial assets and liabilities in accordance with ASC 820-10 Fair Value Measurement. This guidance defines fair value, establishes a framework for measuring fair value and addresses required disclosures about fair value measurements. This standard establishes a three-level hierarchy for fair value measurements based upon the significant inputs used to determine fair value. Observable inputs are those which are obtained from market participants external to the Company while unobservable inputs are generally developed internally, utilizing managements estimates, assumptions and specific knowledge of the assets/liabilities and related markets. The three levels are defined as follows: · Level 1 · Level 2 · Level 3 If the only observable inputs are from inactive markets or for transactions which the Company evaluates as distressed, the use of Level 1 inputs should be modified by the Company to properly address these factors, or the reliance of such inputs may be limited, with a greater weight attributed to Level 3 inputs. Due to the short-term nature of our financial assets and liabilities, we consider their carrying amounts to approximate fair value. Recent accounting pronouncements The Company continually assesses any new accounting pronouncements to determine their applicability to the Company. Where it is determined that a new accounting pronouncement affects our financial reporting, we undertake a study to determine the consequence of the change to its financial statements and assures that there are proper controls in place to ascertain that our financials properly reflect the change. In June 2018, the Financial Accounting Standards Board (FASB) issued ASU 2018-07 Compensation - Stock Compensation (Topic 718) Improvements to Nonemployee Share-Based Payment Accounting In January 2017, the FASB issued Accounting Standards Update (ASU) 2017-04 Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment In January 2017, the FASB issued Accounting Standards Update (ASU) 2017-01 Business Combinations (Topic 805): Clarifying the Definition of a Business In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606), |
Going Concern
Going Concern | 9 Months Ended |
Sep. 30, 2018 | |
Notes | |
Going Concern | NOTE 3 - GOING CONCERN The accompanying condensed financial statements have been prepared assuming we will continue as a going concern. As shown in the accompanying condensed financial statements, we incurred a net loss of $1,056,766 and $2,401,739 for the three and nine months ended September 30, 2018, respectively, and at September 30, 2018, the accumulated deficit was $33,734,753. To continue as a going concern, the Company may need, among other things, additional capital resources. There are no assurances that without generating new revenue during the remainder of 2018 that we will be successful without additional financing. Should revenues not grow sufficiently, and should we be unable to secure additional financing through the sale of our securities or debt, it would be unlikely for us to continue as a going concern for one year from the issuance of the financial statements. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence. These conditions raise substantial doubt about our ability to continue as a going concern. These condensed financial statements do not include any adjustments that might arise from this uncertainty. |
Accounts Receivable, Net, Discl
Accounts Receivable, Net, Disclosure | 9 Months Ended |
Sep. 30, 2018 | |
Notes | |
Accounts Receivable, Net, Disclosure | NOTE 4 - ACCOUNTS RECEIVABLE, NET Accounts receivable consist of the following at: September 30, December 31, 2018 2017 Due from customers $ 22,800 $ -- Due from sale of licenses -- 5,000 Due from support service activity -- 91 Total accounts receivable, net $ 22,800 $ 5,091 |
Prepaid Expenses and Deposits D
Prepaid Expenses and Deposits Disclosure | 9 Months Ended |
Sep. 30, 2018 | |
Notes | |
Prepaid Expenses and Deposits Disclosure | NOTE 5 - PREPAID EXPENSES AND DEPOSITS Prepaid expenses and deposits consist of the following at: September 30, December 31, 2018 2017 Prepaid insurance $ 30,000 $ - Prepaid consulting fees - stock-based 1,289 12,193 Deposits 5,075 5,074 Total prepaid expenses and deposits $ 36,364 $ 17,267 |
Property and Equipment, Net, Di
Property and Equipment, Net, Disclosure | 9 Months Ended |
Sep. 30, 2018 | |
Notes | |
Property and Equipment, Net, Disclosure | NOTE 6 - PROPERTY AND EQUIPMENT, NET Property and equipment, net consist of the following at: September 30, December 31, 2018 2017 Office furniture & equipment $ 33,225 $ 33,225 Less: accumulated depreciation (28,119) (23,980) Total property and equipment, net $ 5,106 $ 9,245 During the three and nine months ended September 30, 2018, we recorded depreciation expense of $1,270 and $4,138, respectively, and during the three and nine months ended September 30, 2017, we recorded depreciation expense of $1,306 and $3,993, respectively. |
Residual Contracts Disclosure
Residual Contracts Disclosure | 9 Months Ended |
Sep. 30, 2018 | |
Notes | |
Residual Contracts Disclosure | NOTE 7 - RESIDUAL CONTRACTS To raise immediate cash, in 2017, we sold our remaining merchant processing portfolio to a larger merchant processor (the Purchaser) at industry standard multiples. We were paid a percentage of the net revenues generated by each merchant. As with any type of portfolio, there is attrition, which can come from (1) the merchant processing fewer dollars in sales, or (2) the merchant closing its business (i.e. going out of business), or (3) the merchant taking its processing business to another ISO/processor. The sales agreement with the Purchaser allows zero attrition. From July 2017 to January 2018, the average monthly residual was less than half of the valuation of the original guaranteed portfolio monthly residual. Any uncured shortfall of the guaranteed residual may be requested by the Purchaser. The Agreement also stipulated that we board a minimum number of Merchant Accounts per year for two years with the Purchaser. The Purchaser may demand that we pay them a specific amount for the number of unacquired Merchant Accounts below the Minimum Requirement per month. From July 1, 2017 to November 1, 2018 (17 months) Spindle has not boarded any merchants on the Purchasers platform, and it is likely that we may not board a merchant in the remaining 7 months. As of December 31, 2017, Management recorded a contingent liability of $171,312 as a potential return for consideration received and $126,000 for not boarding merchants, totaling $297,312. |
Intangible Assets Disclosure
Intangible Assets Disclosure | 9 Months Ended |
Sep. 30, 2018 | |
Notes | |
Intangible Assets Disclosure | NOTE 8 - INTANGIBLE ASSETS, NET On April 18, 2017, we entered into an agreement to acquire specific digital marketing software assets from CoverCake, Inc., specifically, CoverCake's intelligent algorithms for data mining and consumer engagement. The transaction closed on May 30, 2017. The purchase price was 300,000 shares of Spindle unregistered common stock valued at $43,500 along with launch and revenue-based payments as certain performance targets were met, and the software was to be amortized over three years. During the three and nine months ended September 30, 2017, the Company recorded amortization expense of $9,793 and $23,340, respectively. In the Fourth Quarter of 2017, after review of the marketplace and competitor products, and the cost of necessary software development, management did not deem the CoverCake transaction to be economically viable and the CoverCake software and related amortization was fully impaired. |
Notes Payable and Convertible N
Notes Payable and Convertible Notes Payable Disclosure | 9 Months Ended |
Sep. 30, 2018 | |
Notes | |
Notes Payable and Convertible Notes Payable Disclosure | NOTE 9 - NOTES PAYABLE AND CONVERTIBLE NOTES PAYABLE, NET OF UNAMORTIZED DISCOUNT Notes Payable The following table is a summary of the changes of our Promissory Note liabilities as of September 30, 2018: Balance at December 31, 2017 $ 44,552 Repayments on notes -- Balance at September 30, 2018 $ 44,552 On December 15, 2011, we issued a Promissory Grid Note (Grid Note) to a former director of the Company under various terms and at September 30, 2018, the Grid Note had a balance of $44,552. The Grid Note included warrants to purchase up to 250,000 shares of our common stock at a price per share of $1.00. No related warrants have been exercised as of September 30, 2018, nor were any principal payments made on the Grid Note during the three and nine months ended September 30, 2018. During the three and nine months ended September 30, 2017, the Company repaid $0 and $4,000 of the Grid Note principal balance, respectively. During the three and nine months ended September 30, 2018, interest expense of $557 and $1,671 was recorded, respectively. During the three and nine months ended September 30, 2017, interest expense of $557 and $1,771 was recorded, respectively. Convertible Notes Payable Convertible notes payable consists of the following: September 30, 2018 December 31, 2017 Convertible notes payable, interest free to annual interest rate of 10%, due date ranges from May 2018 to April 2019 and convertible into common stock at prices ranging from $0.03 to $0.135 per share. $ 651,500 $ 317,000 Unamortized debt discount (148,709) (61,878) Balance at end of period $ 502,791 $ 255,122 The following table is a summary of the changes of our Convertible Notes Payable as of September 30, 2018: Balance at December 31, 2017 $ 255,122 Issuance of notes 462,000 Repayment of notes in cash (22,500) Repayment of notes in shares (105,000) Issuance of replacement notes 37,500 Replacement of notes (37,500) Increase in debt discount (377,260) Amortization of debt discount 290,429 Balance at September 30, 2018 $ 502,791 On September 11, 2018, we entered into a Bridge Note Agreement totaling $7,500 with one of our investors. This Bridge Note is interest free, secured by the Companys assets, convertible to shares of the Companys restricted stock at $0.03 per share and has a maturity date of February 16, 2019. There was no discount attributable to this note. On August 16, 2018, we entered into two Bridge Note Agreements totaling $25,000 with two of our investors. These Bridge Notes are interest free, secured by the Companys assets, convertible to shares of the Companys restricted stock at $0.035 per share and have maturity dates of February 16, 2019. The total discount attributable to these notes was $3,572. During the three and nine months ended September 30, 2018, interest expense related to the beneficial conversion features totaled $815. On May 3, 2018, we entered into two Bridge Note Agreements totaling $22,500 with one of our investors. The two Bridge Notes are interest free, secured by the Companys assets, convertible to shares of the Companys restricted stock at $0.05 per share and had original maturity dates of November 3, 2018. The holder of the Notes has waived the maturity dates to January 31, 2019. The total discount attributable to these notes was $13,500. During the three and nine months ended September 30, 2018, interest expense related to the beneficial conversion features totaled $6,750 and $11,005, respectively. On April 13, 2018, we signed a convertible promissory note (the Convertible Note) with Labrys Fund, LP, a Delaware limited partnership (the Holder). The principal amount of the Convertible Note is $200,000 and matures on April 13, 2019. The Convertible Note carries an original issue discount of $20,000 and accrues interest at the rate of 10% per annum. The Convertible Note may be prepaid by the Company with various redemption premiums applicable depending on when the Company prepays the principal balance. The Convertible Note is convertible into shares of the Companys common stock at a conversion price of 35% discount to the lowest trading price during the previous twenty trading days to the date of a notice of conversion. The Convertible Note is convertible, at the Holders election, only after 180 days after issuance. The debt discount and derivative liability recorded at issuance were $200,000 and $448,165, respectively. The Convertible Note discount is amortized to interest expense over the term of the note and at September 30, 2018 had an unamortized balance of $106,849. During the three and nine months ended September 30, 2018, interest expense of $5,041 and $9,315 was recorded, respectively. During the three and nine months ended September 30, 2018, interest expense related to amortization of the discount on the unpaid note of $50,411 and $93,151 was recorded, respectively. On January 30, 2018, we signed a convertible promissory note (Convertible Note) with a third party (Holder). The Convertible Note is subordinate to the convertible note owed to Michael Kelly which the Company filed with its Current Report on Form 8-K on February 1, 2018 and amended on February 6, 2018. The principal amount of the Convertible Note is $152,000 and matures on January 30, 2019. The Convertible Note bears an annual interest rate of 10% per annum. Upon an event of default, the interest rate shall increase to 18% for as long as the event of default is continuing (Default Interest). The Convertible Note may be converted, at the Holders discretion, into the Companys common stock at any time after 180 days at a 35% discount to the lowest trading price during the previous 20 trading days to the date of a conversion notice. Until the 90th day after the Issuance Date, the Company may pay the principal at a cash redemption premium of 120%, in addition to outstanding interest, without the Holders consent; from the 91st day to the 120th day after the Issuance Date, the Company may pay the principal at a cash redemption premium of 125%, in addition to outstanding interest, without the Holders consent; from the 121st day to the Prepayment Date, the Company may pay the principal at a cash redemption premium of 130%, in addition to outstanding interest, without the Holders consent. After the 180th up to the Maturity Date this Note shall have a cash redemption premium of 135% of the then outstanding principal amount of the Note, plus accrued interest and Default Interest, if any, which may only be paid by the Company upon Holders prior written consent. At any time on or after the Maturity Date, the Company may repay the then outstanding principal plus accrued interest and Default Interest, if any, to the Holder and may be converted to stock under certain circumstances. The total value of the Convertible Note balance, if converted to stock at September 30, 2018, would be $254,224. The debt discount and derivative liability recorded at issuance were $152,000 and $174,234, respectively. The Convertible Note discount is amortized to interest expense over the term of the note and at September 30, 2018 has an unamortized balance of $38,274. During the three and nine months ended September 30, 2018, interest expense of $3,322 and $9,610, and interest expense related to amortization of the discount on the unpaid note of $51,261 and $113,726 were recorded, respectively. During the three and nine months ended September 30, 2018, the holder of the note converted $50,000 of debt to 3,032,329 shares of the Companys common stock. During the three months ended March 31, 2018, we entered into two Bridge Note Agreements totaling $37,500 with one of our investors. These Bridge Notes were rolled into a new Bridge Note (the New Note) with a total of $55,000, maturing September 15, 2018. The New Note was secured by a copy of the Companys Payment Service Provider (PSP) software code, and convertible to shares of the Companys restricted stock at a price of $0.08 per share. The discounts attributable to the two Bridge Notes rolled into the New Note totaled $8,188 which was expensed as interest at the date of the New Note. There was no discount attributable to the New Note, as the conversion price of $0.08 was the same as the share price on the date the New Note was issued. The New Note was converted into 687,500 shares of Spindle common stock in April 2018. During the three months ended March 31, 2017, we entered into three Bridge Note Agreements totaling $46,000 with one of our investors. These three Bridge Notes were paid in full during 2017. The Bridge Notes also included warrants to purchase two shares of the Companys common stock, at a price of $0.135, for each dollar loaned to Spindle. The total discount attributable to these transactions was $32,716. During the three and nine months ended September 30, 2017, interest expense related to the warrants and the beneficial conversion feature totaled $14,142 and $32,716, respectively. During the three and nine months ended September 30, 2017, $15,000 and $46,000 was paid on these Bridge Notes. No warrants related to these three Bridge Notes have been exercised. During the twelve months ended December 31, 2017, we entered into seven Bridge Note Agreements totaling $145,000 with one of our investors. The seven Bridge Notes were interest free, secured by the Companys assets, convertible to shares of the Companys restricted stock at $0.10 and $0.135 per share and had maturity dates ranging from June 30, 2017 to June 29, 2018. The holder has waived the maturity dates for all of the Notes to January 31, 2019. Three of the seven Bridge Notes included warrants to purchase two shares of the Companys common stock, at an exercise price of $0.135 or $0.20 per share, for each dollar loaned to Spindle. The total discount attributable to the seven transactions was $98,457, which was fully amortized at September 30, 2018. During the three and nine months ended September 30, 2018, interest expense related to the warrants and the amortization of the discount on the unpaid note balances totaled $0 and $16,904, respectively. During the three and nine months ended September 30, 2018, we repaid $0 and $15,000, respectively, on one of these notes. In December 2016, we entered into a $5,000 Bridge Note Agreement with one of our investors. The Bridge Note was secured by the Companys assets, had a maturity date of February 12, 2017 and included warrants to purchase two shares of the Companys common stock for each dollar loaned to Spindle. The total discount attributable to this transaction was $525, which was expensed to interest during the three months ended March 31, 2017. At September 30, 2018, the $5,000 Bridge Note was paid in full, though none of the warrants related to this Note have been exercised. On May 18, 2016, we entered into a $182,000 Convertible Promissory Note (the Note) with an investor in the Company. The Note bears an interest rate of 6% per annum and had a maturity date of May 18, 2018. The Holder of the Note waived the maturity date while the Company and the Holder are negotiating new terms for the Note. The total value of the Note, if converted to stock, would be $404,444, therefore a discount in the amount of $182,000 was recorded, which was amortized to interest expense over the original term of the Note. During the three and nine months ended September 30, 2018, interest expense of $2,488 and $7,440 and interest expense related to amortization of the discount on the unpaid notes of $0 and $44,974 was recorded, respectively. The discount was fully amortized at September 30, 2018. During the three and nine months ended September 30, 2017, interest expense of $2,525 and $7,494 and interest expense related to amortization of the discount on the unpaid notes of $21,047 and $62,453 was recorded, respectively. The Company made principal payments of $0 and $2,500 on the Note during the three and nine months ended September 30, 2018, respectively. In December 2016, we entered into a $5,000 Bridge Note Agreement with one of our investors. The Bridge Note was paid in full during the quarter ended March 31, 2018. The Bridge Note included warrants to purchase two shares of the Companys common stock for each dollar loaned to Spindle. None of the warrants have been exercised. The total discount attributable to this transaction was $525, which was fully amortized in 2017. |
Note 10 - Convertible Notes Pay
Note 10 - Convertible Notes Payable - Related Party Disclosure | 9 Months Ended |
Sep. 30, 2018 | |
Notes | |
Note 10 - Convertible Notes Payable - Related Party Disclosure | NOTE 10 - CONVERTIBLE NOTES PAYABLE - RELATED PARTY, NET OF UNAMORTIZED DISCOUNT Convertible notes payable to related parties consists of the following: September 30, 2018 December 31, 2017 Convertible notes payable, annual interest rate of 6% to 10%, due date ranges from October 2018 to March 2019 and convertible into common stock at a price of $0.10 to $0.135 per share. $ 319,000 $ 319,000 Unamortized debt discount (13,235) (192,294) Balance at end of period $ 305,765 $ 126,706 The following table is a summary of the changes of our Convertible Notes Payable - Related Party as of September 30, 2018: Balance at December 31, 2017 $ 126,706 Amortization of debt discount 179,059 Balance at September 30, 2018 $ 305,765 On October 17, 2017, we entered into a Convertible Note Agreement with a stockholder of over 5% of the Company. The Note was revised and amended on November 27, 2017, and is for a promissory note up to $359,000, convertible to stock under certain circumstances. At September 30, 2018, the Company had borrowed $219,000 under this agreement. The Note bears an interest rate of 10% per annum and had a maturity date of October 17, 2018. The Note has not been renewed as it is subject to litigation as described in Part II, Item 1. Legal Proceedings in this Form 10-Q. The total value of the Note balance, if converted to stock at September 30, 2018, would be $498,456. The discount and derivative liability recorded at issuance were $219,000 and $311,125, respectively. The Note discount is amortized to interest expense - related party over the term of the note and at September 30, 2018 has an unamortized balance of $13,235. During the three and nine months ended September 30, 2018, interest expense of $5,520 and $16,380 and interest expense related to amortization of the discount on the unpaid note of $59,050 and $175,223 were recorded, respectively. On March 3, 2017, we entered into a $100,000 Bridge Note Agreement with a stockholder of over 5% of the Company. The Bridge Note was secured by the Companys assets, was convertible to shares of the Companys restricted stock at $0.10 per share and included warrants to purchase two shares of the Companys common stock, at a price of $0.15, for each dollar loaned to Spindle. This Bridge Note had no stated maturity date. The total discount attributable to this transaction was $100,000. The Bridge Note was converted to Spindle stock on March 3, 2017, and interest expense related to the warrants and the beneficial conversion factor totaling $100,000 was recorded. At September 30, 2018, the warrants related to the Bridge Loan had not been exercised. On March 25, 2016, we entered into a $100,000 Note Purchase Agreement with a stockholder of over 5% of the Company. The note is convertible to stock under certain circumstances, bears an interest rate of 6% per annum and has a maturity date of March 25, 2019. The total value of the note, if converted to stock, would be $133,333 and therefore a discount in the amount of $33,333 was recorded. This amount is amortized to interest expense - related party over the term of the note. During the three and nine months ended September 30, 2018, interest expense related to amortization of the discount on the unpaid note of zero and $3,856 was recorded, respectively. During the three and nine months ended September 30, 2017, interest expense of $1,512 and $4,488, and interest expense related to amortization of the discount on the unpaid note of $4,201 and $12,466 was recorded, respectively. The discount was fully amortized at September 30, 2018. In December 2016, we entered into a $10,500 Bridge Note Agreement with one of our directors. The Bridge Note was secured by the Companys assets and included warrants to purchase two shares of the Companys common stock for each dollar loaned to Spindle. The total discount attributable to this transaction was $1,102 and was fully expensed to interest in the three months ended March 31, 2017. At September 30, 2017, the $10,500 Bridge Note had been paid in full. No warrants related to this Bridge Note have been exercised. |
Derivative Liabilities Disclosu
Derivative Liabilities Disclosure | 9 Months Ended |
Sep. 30, 2018 | |
Notes | |
Derivative Liabilities Disclosure | NOTE 11 - DERIVATIVE LIABILITIES The following table summarizes fair value measurements by level at September 30, 2018 for assets and liabilities measured at fair value on a recurring basis: Level I Level II Level III Total Derivative liability on note payable $ -- $ -- $ 807,362 $ 807,362 Derivative liability on note payable - related party $ -- $ -- $ 498,457 $ 498,457 The following table summarizes fair value measurements by level at December 31, 2017 for assets and liabilities measured at fair value on a recurring basis: Level I Level II Level III Total Derivative liability on note payable - related party $ -- $ -- $ 261,784 $ 261,784 The Company issued a convertible promissory note in January 2018 and a convertible promissory note to a related party in 2017. The convertible notes require us to record the value of the conversion features as liabilities, at fair value, pursuant to ASC 815, including provisions in the notes that protect the holder from declines in our stock price, which is considered outside the control of the Company. The derivative liabilities are marked-to-market each reporting period and changes in fair value are recorded as a non-operating gain or loss in our statement of operations, until they are completely settled. The fair value of the conversion features is determined each reporting period using the Black-Scholes option pricing model and is affected by changes in inputs to that model including our stock price, expected stock price volatility, interest rates and expected term. The assumptions used in valuing the derivative liabilities at September 30, 2018 were as follows: September 30, 2018 December 31, 2017 Significant assumptions (weighted-average): Risk-free interest rate at grant date 2.59% 1.41% - 1.76% Expected stock price volatility 275.63% 187.14% - 198.52% Expected dividend payout -- -- Expected option life (in years) 1 1 Expected forfeiture rate 0% 0% The following is a reconciliation of the derivative liabilities at September 30, 2018 and December 31, 2017: Notes Payable Notes Payable Related Party Value at December 31, 2017 $ -- $ 261,784 Initial value at debt issuance 622,399 -- Increase in value 184,963 236,673 Value at September 30, 2018 $ 807,362 $ 498,457 |
Stockholders' Equity Disclosure
Stockholders' Equity Disclosure | 9 Months Ended |
Sep. 30, 2018 | |
Notes | |
Stockholders' Equity Disclosure | NOTE 12 - STOCKHOLDERS DEFICIT The Company is authorized to issue up to 50,000,000 shares of preferred stock, par value $0.001. There are no preferred shares issued or outstanding as of September 30, 2018 The Company is authorized to issue up to 300,000,000 shares of common stock, par value $0.001. During the three months ended March 31, 2018, the Company: · · · We also recorded a beneficial conversion feature on convertible debt of $8,188 to additional paid-in capital. During the three months ended June 30, 2018, the Company: · · · · · We also recorded a beneficial conversion feature on convertible debt of $13,500 to additional paid-in capital. During the three months ended September 30, 2018, the Company: · · · · We also recorded a beneficial conversion feature on convertible debt of $3,572 to additional paid-in capital. |
Options and Warrants Disclosure
Options and Warrants Disclosure | 9 Months Ended |
Sep. 30, 2018 | |
Notes | |
Options and Warrants Disclosure | NOTE 13 - OPTIONS AND WARRANTS On October 29, 2012, our stockholders approved the 2012 Stock Incentive Plan (the Plan) that governs equity awards to our management, employees, directors and consultants. On November 7, 2013, our stockholders approved an amendment to the Plan which increased the total authorized amount of common stock issuable under the Plan from 3,000,000 to 6,000,000 shares. On October 12, 2018, the Company filed a Certificate of Change to the Companys Articles of Incorporation with the Nevada Secretary of State increasing the Companys number of authorized shares from 300,000,000 shares of common stock, par value $0.001 to 600,000,000 shares of common stock, par value $0.001 effective the date of filing. Options: During the three months ended September 30, 2018, the Company granted 400,000 employee options to purchase shares of common stock at an exercise price of $0.033 per share, with grant date fair values of $0.033. These options vest in equal annual increments over three years and expire ten years from the grant date. Also, during the three months ended September 30, 2018, the Company granted an officer 500,000 options to purchase shares of common stock at an exercise price of $0.04, with a grant date fair value of $0.04. These options vested in full on August 2, 2018 and expire ten years from the grant date. The following is a summary of the status of the Companys stock options as of September 30, 2018: Number of Options Weighted-Average Exercise Price Weighted Average Remaining Contractual Life (in years) Outstanding at December 31, 2017 2,067,500 $0.309 7.40 Granted 900,000 $0.037 9.84 Exercised -- -- -- Forfeited/Cancelled (1,675,000) $0.337 -- Outstanding at September 30, 2018 1,292,500 $0.094 9.18 Exercisable at September 30, 2018 762,500 $0.103 8.98 Stock-based compensation expense of $23,636 and $25,366 was recognized during the three and nine months ended September 30, 2018, respectively, as amortization of various options over the life of the related vesting periods. The increased amount is due to the immediate vesting of 500,000 options issued to an officer of the Company in August of 2018. Stock-based compensation expense of $5,876 and $37,244 was recognized during the three and nine months ended September 30, 2017, respectively, as amortization of various options over the life of the related vesting periods, and an additional $14,583 was recorded as salary paid in stock in 2017. Warrants: The following is a summary of the status of the Companys stock warrants as of September 30, 2018: Number of Warrants Weighted-Average Exercise Price Weighted Average Remaining Contractual Life (in years) Exercisable at December 31, 2017 1,621,939 $0.217 2.35 Outstanding at December 31, 2017 1,671,939 $0.225 2.06 Granted -- -- -- Exercised -- -- -- Forfeited/Cancelled (150,000) $0.500 -- Outstanding at September 30, 2018 1,521,939 $0.198 1.48 Exercisable at September 30, 2018 1,521,939 $0.198 1.48 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2018 | |
Notes | |
Subsequent Events | NOTE 14 - SUBSEQUENT EVENTS On October 12, 2018, the Company filed a Certificate of Change to the Companys Articles of Incorporation with the Nevada Secretary of State increasing the Companys number of authorized shares from 300,000,000 shares of common stock, par value $0.001 to 600,000,000 shares of common stock, par value $0.001 effective the date of filing. On November 16, 2018, the Companys Board of Directors approved a resolution to increase the number of authorized shares from 600,000,000 to 1,000,000,000 shares of common stock, par value $0.001. On October 16, 2018 (the Issuance Date), the Company closed a convertible promissory note (the Convertible Note) with Power Up Lending Group LTD (Holder). The principal amount of the Convertible Note is $75,000 and matures on October 9, 2019 (the Maturity Date). The Convertible Note bears interest at the rate of 10% per annum. Upon an event of default, the interest rate shall increase to 18% for as the event of default is continuing (Default Interest). The Convertible Note may be converted, at the Holders discretion, into the Companys common stock at any time after 180 days (the Prepayment Date) at a 35% discount to the average of the lowest two closing bid prices during the 15 trading days prior to the date of a conversion notice. Until the 30th day after the Issuance Date, the Company may pay the principal at a cash redemption premium of 110%, in addition to outstanding interest, without the Holders consent; from the 31st day to the 60th day after the Issuance Date, the Company may pay the principal at a cash redemption premium of 115%, in addition to outstanding interest, without the Holders consent; from the 61st day after the Issuance Date to the 90th day, the Company may pay the principal at a cash redemption premium of 120%, in addition to outstanding interest, without the Holders consent; from the 91st day after the Issuance Date to the 120th day, the Company may pay the principal at a cash redemption premium of 125%, in addition to outstanding interest, without the Holders consent; from the 121st day after the Issuance Date to the 150th day, the Company may pay the principal at a cash redemption premium of 130%, in addition to outstanding interest, without the Holders consent; from the 151st day after the Issuance Date to the 180th day, the Company may pay the principal at a cash redemption premium of 135%, in addition to outstanding interest, without the Holders consent. After the expiration of 180 days following the Issuance Date, the Company shall have no right of repayment. At any time on or after the Maturity Date, the Company may repay the then outstanding principal plus accrued interest and Default Interest, if any, to the Holder. Between October 16 and November 12, 2018, a Holder of one of the Companys convertible notes elected to convert a total of $63,857 in Company debt, fees and interest due to shares of Spindle common stock. Per the terms of the note, the conversion prices were calculated to between $.00325 and $.0078 per share, resulting in a total issuance of 15,866,882 shares to the Holder. On October 1, 2018, a Holder of one of the Companys convertible notes elected to convert $30,000 in Company debt to shares of Spindle common stock. Per the terms of the note, the conversion price was calculated to be $.0078 per share, resulting in the issuance of 3,846,153 shares to the Holder. On November 5, 2018, the same Holder elected to convert $17,664 in Company debt to shares of Spindle common stock. Per the terms of the note, the conversion price was calculated to be $.003575 per share, resulting in the issuance of 4,940,992 shares to the Holder. |
Supplemental Disclosure of Cash
Supplemental Disclosure of Cash Flow Information | 9 Months Ended |
Sep. 30, 2018 | |
Notes | |
Supplemental Disclosure of Cash Flow Information | NOTE 15 - SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION The following table presents certain supplemental cash flow information: Nine Months Ended September 30, 2018 2017 Cash paid for interest $ 24,392 $ 1,442 Cash paid for income taxes $ -- $ -- Debt converted into common stock $ 105,000 $ -- Cash advances converted to common stock $ 62,258 $ -- Proceeds from convertible note payable from note replacement $ 37,500 $ -- Payment on convertible note payable from note replacement $ (37,500) $ -- Shares issued for asset purchases $ -- $ (43,500) Discount on convertible notes $ 52,000 $ -- Cancellation of shares issued for services $ -- $ (142,900) Accounts receivable reduced to sale of assets $ -- $ (1,656) Increase in prepaid due to prepaid share-based compensation $ -- $ (445,580) Shares issued to settle accrued liabilities $ -- $ (266,300) Shares issued to settle accrued liabilities - related party $ -- $ (30,747) Repayment of advance in shares $ -- $ (12,000) Notes payable reclassified from convertible notes payable $ -- $ (5,000) Convertible notes payable reclassified from notes payable $ -- $ 5,000 Repayment of notes payable - related party in lieu of shares $ -- $ (131,000) Initial BF credited to paid-in capital $ -- $ (34,343) Discount on notes payable reclassified to discount on notes payable - related party $ -- $ (100,000) |
Commitments and Contingencies D
Commitments and Contingencies Disclosure | 9 Months Ended |
Sep. 30, 2018 | |
Notes | |
Commitments and Contingencies Disclosure | NOTE 16 - COMMITMENTS AND CONTINGENCIES On June 4, 2018, the Company received service of a complaint in a lawsuit captioned Michael Kelly and iOT Broadband, LLC vs. Jack Scott and Spindle, Inc. The Company believes that it will successfully defend against the actions described above, and it intends to pursue counterclaims against the plaintiffs which may, if successful, result in an award of damages in favor of the Company. However, the Company does anticipate that it will incur significant additional legal expenses as it pursues a vigorous defense against each of these actions. The parties to the lawsuit are currently in the discovery process. While the Company believes that it will successfully defend against these actions, no assurances can be given as to: (i) the outcome of these or legal proceedings and (ii) the related impact of an unanticipated adverse outcome of these proceedings on the Company's financial condition, results of operations or near-term liquidity. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies: Cash and Cash Equivalents, Policy (Policies) | 9 Months Ended |
Sep. 30, 2018 | |
Policies | |
Cash and Cash Equivalents, Policy | Cash and cash equivalents The Company considers cash and cash equivalents to include all stable, highly liquid investments with an original maturity of three months or less from the date of purchase. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies: Use of Estimates Policy (Policies) | 9 Months Ended |
Sep. 30, 2018 | |
Policies | |
Use of Estimates Policy | Use of estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies: Revenue Recognition Policy (Policies) | 9 Months Ended |
Sep. 30, 2018 | |
Policies | |
Revenue Recognition Policy | Revenue recognition We have analyzed our revenue transactions pursuant to ASU 2014-09, Revenue, and there was no material impact due to the transition from ASC 605 to ASU 2014-09. Our revenues are recognized when control of the promised services is transferred to a customer, in an amount that reflects the consideration that we expect to receive in exchange for those services. In discussion with management, we apply the following five steps to determine the appropriate amount of revenue to be recognized as we fulfill our obligations under each of our agreements: a) identify the contract with a customer; b) identify the performance obligations in the contract; c) determine the transaction price; d) allocate the transaction price to performance obligations in the contract; and e) recognize revenue as the performance obligation is satisfied. |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies: Accounts Receivable Policy (Policies) | 9 Months Ended |
Sep. 30, 2018 | |
Policies | |
Accounts Receivable Policy | Accounts receivable, net Accounts receivable is reported at the customers outstanding balances, less any allowance for doubtful accounts. An allowance for doubtful accounts on accounts receivable is charged to operations in amounts sufficient to maintain the allowance for uncollectible accounts at a level management believes is adequate to cover any probable losses. Management determines the adequacy of the allowance based on historical write-off percentages and information collected from individual customers. Accounts receivable are charged off against the allowance when collectability is determined to be permanently impaired. Interest is not accrued on overdue accounts receivable. |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies: Property and Equipment Policy (Policies) | 9 Months Ended |
Sep. 30, 2018 | |
Policies | |
Property and Equipment Policy | Property and equipment Property and equipment are stated at cost. Major renewals and improvements are charged to the asset accounts while replacements, maintenance and repairs that do not improve or extend the lives of the respective assets are expensed. At the time property and equipment are retired or otherwise disposed of, the asset and related accumulated depreciation accounts are relieved of the applicable amounts. Gains or losses from retirements or sales are credited or charged to income . Depreciation is computed on the straight-line and accelerated methods for financial reporting purposes based upon the following estimated useful lives: Computer software 10 years Computer hardware 5 years Office furniture 7 years |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies: Long-lived Assets Policy (Policies) | 9 Months Ended |
Sep. 30, 2018 | |
Policies | |
Long-lived Assets Policy | Long-lived assets The Company accounts for its long-lived assets in accordance with Accounting Standards Codification (ASC) Topic 360-10-05, Accounting for the Impairment or Disposal of Long-Lived Assets. ASC Topic 360-10-05 requires that long-lived assets be reviewed for impairment whenever events or changes in circumstances indicate that the historical cost carrying value of an asset may no longer be appropriate. The Company assesses recoverability of the carrying value of an asset by estimating the future net cash flows expected to result from the asset, including eventual disposition. If the future net cash flows are less than the carrying value of the asset, an impairment loss is recorded equal to the difference between the assets carrying value and fair value or disposable value. |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies: Beneficial Conversion Feature Policy (Policies) | 9 Months Ended |
Sep. 30, 2018 | |
Policies | |
Beneficial Conversion Feature Policy | Beneficial Conversion Feature If the conversion features of conventional convertible debt provide for a rate of conversion that is below market value, this feature is characterized as a beneficial conversion feature (BCF). We record a BCF as a debt discount pursuant to ASC Topic 470-20 Debt with Conversion and Other Options. In those circumstances, the convertible debt is recorded net of the discount related to the BCF and we amortize the discount to interest expense over the life of the debt using the effective interest method. |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies: Debt Discount Policy (Policies) | 9 Months Ended |
Sep. 30, 2018 | |
Policies | |
Debt Discount Policy | Debt Discount The Company determines if a convertible debenture should be accounted for as liability or equity under ASC 480, Liabilities - Distinguishing Liabilities from Equity (ASC 480). ASC 480 applies to certain contracts involving a companys own equity and requires that issuers classify the following freestanding financial instruments as liabilities. Mandatorily redeemable financial instruments, obligations that require or may require repurchase of the issuers equity shares by transferring assets (e.g., written put options and forward purchase contracts), and certain obligations where at inception the monetary value of the obligation is based solely or predominantly on: - A fixed monetary amount known at inception, for example, a payable settleable with a variable number of the issuers equity shares with an issuance date fair value equal to a fixed dollar amount, - Variations in something other than the fair value of the issuers equity shares, for example, a financial instrument indexed to the S&P 500 and settleable with a variable number of the issuers equity shares, or - Variations inversely related to changes in the fair value of the issuers equity shares, for example, a written put that could be net share settled. If the entity determined the instrument meets the guidance under ASC 480 the instrument is accounted for as a liability with a respective debt discount. The Company records debt discounts in connection with raising funds through the issuance of promissory notes (see Notes 9, 10 and 11). These costs are amortized to non-cash interest expense over the life of the debt. If a conversion of the underlying debt occurs, a proportionate share of the unamortized amounts is immediately expensed. |
Summary of Significant Accou_10
Summary of Significant Accounting Policies: Valuation of Derivative Instruments Policy (Policies) | 9 Months Ended |
Sep. 30, 2018 | |
Policies | |
Valuation of Derivative Instruments Policy | Valuation of Derivative Instruments ASC 815-40 requires that embedded derivative instruments be bifurcated and assessed, along with free-standing derivative instruments such as warrants, on their issuance date and in accordance with ASC 815-40-15 to determine whether they should be considered a derivative liability and measured at their fair value for accounting purposes. In determining the appropriate fair value, the Company uses the Binomial option pricing formula and present value pricing. At September 30, 2018, we adjusted our derivative liabilities to their fair value, and reflected the changes in fair value in our condensed statements of operations. |
Summary of Significant Accou_11
Summary of Significant Accounting Policies: Stock-based Compensation, Policy (Policies) | 9 Months Ended |
Sep. 30, 2018 | |
Policies | |
Stock-based Compensation, Policy | Stock-based compensation The Company accounts for stock-based payments to employees in accordance with ASC 718, Stock Compensation (ASC 718). Stock-based payments to employees include grants of stock, grants of stock options and issuance of warrants that are recognized in the statement of operations based on their fair values at the date of grant. We account for stock-based payments to non-employees in accordance with ASC 505-50, Equity-Based Payments to Non-Employees (ASC 505-50). Stock-based payments to non-employees include grants of stock, grants of stock options and issuances of warrants that are recognized in the statement of operations based on the value of the vested portion of the award over the requisite service period as measured at its then-current fair value as of each financial reporting date. The Company calculates the fair value of option grants and warrant issuances utilizing the Black-Scholes pricing model. The amount of stock-based compensation recognized during a period is based on the value of the portion of the awards that are ultimately expected to vest. ASC 718 requires forfeitures to be estimated at the time stock options are granted and warrants are issued to employees and non-employees, and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The term forfeitures is distinct from cancellations or expirations and represents only the unvested portion of the surrendered stock option or warrant. We estimate forfeiture rates for all unvested awards when calculating the expense for the period. In estimating the forfeiture rate, the Company monitors both stock option and warrant exercises as well as employee termination patterns. The resulting stock-based compensation expense for both employee and non-employee awards is generally recognized as compensation under ASC Topic 505-50. In accordance with ASC 505-50, the cost of stock-based compensation is measured at the grant date based on the value of the award and is recognized over the vesting period. The value of the stock-based award is determined using the Black-Scholes option-pricing model, whereby compensation cost is the excess of the fair value of the award as determined by the pricing model at the grant date or other measurement date over the amount that must be paid to acquire the stock. |
Summary of Significant Accou_12
Summary of Significant Accounting Policies: Loss Per Share Policy (Policies) | 9 Months Ended |
Sep. 30, 2018 | |
Policies | |
Loss Per Share Policy | Loss per share We report earnings (loss) per share in accordance with ASC Topic 260-10, "Earnings per Share." Basic earnings (loss) per share is computed by dividing income (loss) available to common shareholders by the weighted average number of common shares available. Diluted earnings (loss) per share is computed similar to basic earnings (loss) per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. Diluted earnings (loss) per share is the same as loss per share since the effect of the assumed conversion of warrants and debt to purchase common shares would have an anti-dilutive effect. Potential common shares as of September 30, 2018 that have been excluded from the computation of diluted net loss per share amounted to 2,814,439 shares comprised of 1,292,500 options and 1,521,939 warrants. At September 30, 2018, 762,500 of the 1,292,500 potential common shares that could be issued upon the exercise of the options had vested, and all 1,521,939 common shares that could be issued upon the exercise of the warrants had vested. |
Summary of Significant Accou_13
Summary of Significant Accounting Policies: Income Taxes Policy (Policies) | 9 Months Ended |
Sep. 30, 2018 | |
Policies | |
Income Taxes Policy | Income taxes We account for income taxes under the provisions of Income Taxes (ASC 740). The method of accounting for income taxes under ASC 740 is an asset and liability method. The asset and liability method requires the recognition of deferred tax liabilities and assets for the expected future tax consequences of temporary differences between tax bases and financial reporting bases of other assets and liabilities. The Company did not recognize any deferred tax liabilities or assets at December 31, 2017 or during the nine months ended September 30, 2018 or September 30, 2017. |
Summary of Significant Accou_14
Summary of Significant Accounting Policies: Fair Value of Financial Instruments Policy (Policies) | 9 Months Ended |
Sep. 30, 2018 | |
Policies | |
Fair Value of Financial Instruments Policy | Fair value of financial instruments We account for non-recurring fair value measurements of our non-financial assets and liabilities in accordance with ASC 820-10 Fair Value Measurement. This guidance defines fair value, establishes a framework for measuring fair value and addresses required disclosures about fair value measurements. This standard establishes a three-level hierarchy for fair value measurements based upon the significant inputs used to determine fair value. Observable inputs are those which are obtained from market participants external to the Company while unobservable inputs are generally developed internally, utilizing managements estimates, assumptions and specific knowledge of the assets/liabilities and related markets. The three levels are defined as follows: · Level 1 · Level 2 · Level 3 If the only observable inputs are from inactive markets or for transactions which the Company evaluates as distressed, the use of Level 1 inputs should be modified by the Company to properly address these factors, or the reliance of such inputs may be limited, with a greater weight attributed to Level 3 inputs. Due to the short-term nature of our financial assets and liabilities, we consider their carrying amounts to approximate fair value. |
Summary of Significant Accou_15
Summary of Significant Accounting Policies: Recent Accounting Pronouncements (Policies) | 9 Months Ended |
Sep. 30, 2018 | |
Policies | |
Recent Accounting Pronouncements | Recent accounting pronouncements The Company continually assesses any new accounting pronouncements to determine their applicability to the Company. Where it is determined that a new accounting pronouncement affects our financial reporting, we undertake a study to determine the consequence of the change to its financial statements and assures that there are proper controls in place to ascertain that our financials properly reflect the change. In June 2018, the Financial Accounting Standards Board (FASB) issued ASU 2018-07 Compensation - Stock Compensation (Topic 718) Improvements to Nonemployee Share-Based Payment Accounting In January 2017, the FASB issued Accounting Standards Update (ASU) 2017-04 Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment In January 2017, the FASB issued Accounting Standards Update (ASU) 2017-01 Business Combinations (Topic 805): Clarifying the Definition of a Business In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606), |
Summary of Significant Accou_16
Summary of Significant Accounting Policies: Property and Equipment Policy: Property and equipment estimated useful lives (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Tables/Schedules | |
Property and equipment estimated useful lives | Computer software 10 years Computer hardware 5 years Office furniture 7 years |
Accounts Receivable, Net, Dis_2
Accounts Receivable, Net, Disclosure: Schedule of Accounts Receivable (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Tables/Schedules | |
Schedule of Accounts Receivable | September 30, December 31, 2018 2017 Due from customers $ 22,800 $ -- Due from sale of licenses -- 5,000 Due from support service activity -- 91 Total accounts receivable, net $ 22,800 $ 5,091 |
Prepaid Expenses and Deposits_2
Prepaid Expenses and Deposits Disclosure: Schedule of Prepaid Expenses and Deposits (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Tables/Schedules | |
Schedule of Prepaid Expenses and Deposits | September 30, December 31, 2018 2017 Prepaid insurance $ 30,000 $ - Prepaid consulting fees - stock-based 1,289 12,193 Deposits 5,075 5,074 Total prepaid expenses and deposits $ 36,364 $ 17,267 |
Property and Equipment, Net, _2
Property and Equipment, Net, Disclosure: Schedule of Property and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Tables/Schedules | |
Schedule of Property and Equipment | September 30, December 31, 2018 2017 Office furniture & equipment $ 33,225 $ 33,225 Less: accumulated depreciation (28,119) (23,980) Total property and equipment, net $ 5,106 $ 9,245 |
Notes Payable and Convertible_2
Notes Payable and Convertible Notes Payable Disclosure: Schedule of promissory note liabilities (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Tables/Schedules | |
Schedule of promissory note liabilities | Balance at December 31, 2017 $ 44,552 Repayments on notes -- Balance at September 30, 2018 $ 44,552 |
Notes Payable and Convertible_3
Notes Payable and Convertible Notes Payable Disclosure: Schedule of convertible notes payable (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Tables/Schedules | |
Schedule of convertible notes payable | September 30, 2018 December 31, 2017 Convertible notes payable, interest free to annual interest rate of 10%, due date ranges from May 2018 to April 2019 and convertible into common stock at prices ranging from $0.03 to $0.135 per share. $ 651,500 $ 317,000 Unamortized debt discount (148,709) (61,878) Balance at end of period $ 502,791 $ 255,122 |
Notes Payable and Convertible_4
Notes Payable and Convertible Notes Payable Disclosure: Summary of the changes of our Convertible Notes Payable (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Tables/Schedules | |
Summary of the changes of our Convertible Notes Payable | Balance at December 31, 2017 $ 255,122 Issuance of notes 462,000 Repayment of notes in cash (22,500) Repayment of notes in shares (105,000) Issuance of replacement notes 37,500 Replacement of notes (37,500) Increase in debt discount (377,260) Amortization of debt discount 290,429 Balance at September 30, 2018 $ 502,791 |
Note 10 - Convertible Notes P_2
Note 10 - Convertible Notes Payable - Related Party Disclosure: Schedule of Related Party Convertible Notes Payable (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Tables/Schedules | |
Schedule of Related Party Convertible Notes Payable | September 30, 2018 December 31, 2017 Convertible notes payable, annual interest rate of 6% to 10%, due date ranges from October 2018 to March 2019 and convertible into common stock at a price of $0.10 to $0.135 per share. $ 319,000 $ 319,000 Unamortized debt discount (13,235) (192,294) Balance at end of period $ 305,765 $ 126,706 |
Note 10 - Convertible Notes P_3
Note 10 - Convertible Notes Payable - Related Party Disclosure: Summary of the changes of our Convertible Notes Payable - Related Party (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Tables/Schedules | |
Summary of the changes of our Convertible Notes Payable - Related Party | Balance at December 31, 2017 $ 126,706 Amortization of debt discount 179,059 Balance at September 30, 2018 $ 305,765 |
Derivative Liabilities Disclo_2
Derivative Liabilities Disclosure: Schedule of Derivative Liabilities at Fair Value (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Tables/Schedules | |
Schedule of Derivative Liabilities at Fair Value | Level I Level II Level III Total Derivative liability on note payable $ -- $ -- $ 807,362 $ 807,362 Derivative liability on note payable - related party $ -- $ -- $ 498,457 $ 498,457 The following table summarizes fair value measurements by level at December 31, 2017 for assets and liabilities measured at fair value on a recurring basis: Level I Level II Level III Total Derivative liability on note payable - related party $ -- $ -- $ 261,784 $ 261,784 |
Derivative Liabilities Disclo_3
Derivative Liabilities Disclosure: Schedule of Assumptions Used (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Tables/Schedules | |
Schedule of Assumptions Used | September 30, 2018 December 31, 2017 Significant assumptions (weighted-average): Risk-free interest rate at grant date 2.59% 1.41% - 1.76% Expected stock price volatility 275.63% 187.14% - 198.52% Expected dividend payout -- -- Expected option life (in years) 1 1 Expected forfeiture rate 0% 0% |
Derivative Liabilities Disclo_4
Derivative Liabilities Disclosure: Reconciliation of Derivative Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Tables/Schedules | |
Reconciliation of Derivative Liabilities | Notes Payable Notes Payable Related Party Value at December 31, 2017 $ -- $ 261,784 Initial value at debt issuance 622,399 -- Increase in value 184,963 236,673 Value at September 30, 2018 $ 807,362 $ 498,457 |
Options and Warrants Disclosu_2
Options and Warrants Disclosure: Schedule of Stock Options (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Tables/Schedules | |
Schedule of Stock Options | Number of Options Weighted-Average Exercise Price Weighted Average Remaining Contractual Life (in years) Outstanding at December 31, 2017 2,067,500 $0.309 7.40 Granted 900,000 $0.037 9.84 Exercised -- -- -- Forfeited/Cancelled (1,675,000) $0.337 -- Outstanding at September 30, 2018 1,292,500 $0.094 9.18 Exercisable at September 30, 2018 762,500 $0.103 8.98 |
Options and Warrants Disclosu_3
Options and Warrants Disclosure: Schedule of Stock Warrants (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Tables/Schedules | |
Schedule of Stock Warrants | Number of Warrants Weighted-Average Exercise Price Weighted Average Remaining Contractual Life (in years) Exercisable at December 31, 2017 1,621,939 $0.217 2.35 Outstanding at December 31, 2017 1,671,939 $0.225 2.06 Granted -- -- -- Exercised -- -- -- Forfeited/Cancelled (150,000) $0.500 -- Outstanding at September 30, 2018 1,521,939 $0.198 1.48 Exercisable at September 30, 2018 1,521,939 $0.198 1.48 |
Supplemental Disclosure of Ca_2
Supplemental Disclosure of Cash Flow Information: Schedule of Cash Flow, Supplemental Disclosures (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Tables/Schedules | |
Schedule of Cash Flow, Supplemental Disclosures | Nine Months Ended September 30, 2018 2017 Cash paid for interest $ 24,392 $ 1,442 Cash paid for income taxes $ -- $ -- Debt converted into common stock $ 105,000 $ -- Cash advances converted to common stock $ 62,258 $ -- Proceeds from convertible note payable from note replacement $ 37,500 $ -- Payment on convertible note payable from note replacement $ (37,500) $ -- Shares issued for asset purchases $ -- $ (43,500) Discount on convertible notes $ 52,000 $ -- Cancellation of shares issued for services $ -- $ (142,900) Accounts receivable reduced to sale of assets $ -- $ (1,656) Increase in prepaid due to prepaid share-based compensation $ -- $ (445,580) Shares issued to settle accrued liabilities $ -- $ (266,300) Shares issued to settle accrued liabilities - related party $ -- $ (30,747) Repayment of advance in shares $ -- $ (12,000) Notes payable reclassified from convertible notes payable $ -- $ (5,000) Convertible notes payable reclassified from notes payable $ -- $ 5,000 Repayment of notes payable - related party in lieu of shares $ -- $ (131,000) Initial BF credited to paid-in capital $ -- $ (34,343) Discount on notes payable reclassified to discount on notes payable - related party $ -- $ (100,000) |
Summary of Significant Accou_17
Summary of Significant Accounting Policies: Property and Equipment Policy: Property and equipment estimated useful lives (Details) | 9 Months Ended |
Sep. 30, 2018 | |
Software and Software Development Costs | |
Property, Plant and Equipment, Useful Life | 10 years |
Computer Equipment | |
Property, Plant and Equipment, Useful Life | 5 years |
Furniture and Fixtures | |
Property, Plant and Equipment, Useful Life | 7 years |
Summary of Significant Accou_18
Summary of Significant Accounting Policies: Loss Per Share Policy (Details) - shares | 6 Months Ended | 9 Months Ended |
Jun. 30, 2018 | Sep. 30, 2018 | |
Potential common shares excluded from the computation of diluted earnings per share | 2,814,439 | |
Compromised of Options | ||
Potential common shares excluded from the computation of diluted earnings per share | 1,292,500 | |
Compromised of Warrants | ||
Potential common shares excluded from the computation of diluted earnings per share | 1,521,939 |
Going Concern (Details)
Going Concern (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2018 | Dec. 31, 2017 | |
Details | |||
Net loss incurred | $ 1,056,766 | $ 2,401,739 | |
Accumulated deficit at end of period | $ 33,734,753 | $ 33,734,753 | $ 31,333,014 |
Accounts Receivable, Net, Dis_3
Accounts Receivable, Net, Disclosure: Schedule of Accounts Receivable (Details) - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
Accounts receivable, net | $ 22,800 | $ 5,091 |
Due from customers | ||
Accounts receivable, gross | $ 22,800 | |
Due from sale of licenses | ||
Accounts receivable, gross | 5,000 | |
Due from support service activity | ||
Accounts receivable, gross | $ 91 |
Prepaid Expenses and Deposits_3
Prepaid Expenses and Deposits Disclosure: Schedule of Prepaid Expenses and Deposits (Details) - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
Prepaid expenses and other assets | $ 36,364 | $ 17,267 |
Prepaid insurances | ||
Prepaid expenses and other assets | 30,000 | |
Prepaid consulting fees | ||
Prepaid expenses and other assets | 1,289 | 12,193 |
Deposits other | ||
Prepaid expenses and other assets | $ 5,075 | $ 5,074 |
Property and Equipment, Net, _3
Property and Equipment, Net, Disclosure: Schedule of Property and Equipment (Details) - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
Less, accumulated depreciation | $ (28,119) | $ (23,980) |
Total property and equipment, net | 5,106 | 9,245 |
Furniture and Fixtures | ||
Property, plant and equipment, gross | $ 33,225 | $ 33,225 |
Property and Equipment, Net, _4
Property and Equipment, Net, Disclosure (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Details | ||||
Depreciation expense | $ 1,270 | $ 1,306 | $ 4,138 | $ 3,993 |
Residual Contracts Disclosure (
Residual Contracts Disclosure (Details) - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
Details | ||
Contingent liabilities | $ 297,312 | $ 297,312 |
Intangible Assets Disclosure (D
Intangible Assets Disclosure (Details) - USD ($) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2017 | Sep. 30, 2017 | |
Amortization expense, intangible assets | $ 9,793 | $ 23,340 |
Digital marketing software assets from CoverCake | ||
Common stock issued for purchase of assets | 300,000 | |
Value of common stock issued for purchase of assets | $ 43,500 |
Notes Payable and Convertible_5
Notes Payable and Convertible Notes Payable Disclosure: Schedule of promissory note liabilities (Details) - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
Details | ||
Notes payable | $ 44,552 | $ 44,552 |
Notes Payable and Convertible_6
Notes Payable and Convertible Notes Payable Disclosure (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | ||||
Sep. 30, 2018 | Jun. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Jun. 30, 2018 | Sep. 30, 2018 | Sep. 30, 2017 | |
Payments on notes and advances | $ 37,894 | $ 42,500 | |||||
Interest expense, net | $ 100,743 | $ 24,403 | 591,486 | 136,370 | |||
Proceeds from notes and advances | 462,000 | 319,500 | |||||
Proceeds from notes and advances - related parties | 41,000 | 100,000 | |||||
Promissory Grid Note - December 15, 2011 | |||||||
Payments on notes and advances | 4,000 | ||||||
Interest expense, net | 557 | 557 | 1,671 | 1,771 | |||
Bridge Note Agreement - September 11, 2018 | |||||||
Proceeds from notes and advances | 7,500 | ||||||
Two Bridge Note Agreements - August 16, 2018 | |||||||
Interest expense, net | 815 | ||||||
Proceeds from notes and advances | 25,000 | ||||||
Unamortized debt discount | 3,572 | $ 3,572 | 3,572 | ||||
Two Bridge Note Agreements - May 3, 2018 | |||||||
Interest expense, net | 6,750 | 11,005 | |||||
Proceeds from notes and advances | 22,500 | ||||||
Unamortized debt discount | 13,500 | 13,500 | 13,500 | ||||
Convertible Promissory Note - April 13, 2018 | |||||||
Interest expense, net | 5,041 | 9,315 | |||||
Proceeds from notes and advances | 200,000 | ||||||
Unamortized debt discount | 106,849 | 106,849 | 106,849 | ||||
Convertible Promissory Note - April 13, 2018 - Unamortized discount | |||||||
Interest expense, net | 50,411 | 93,151 | |||||
Convertible Promissory Note - January 30, 2018 | |||||||
Interest expense, net | 3,322 | 9,610 | |||||
Unamortized debt discount | 38,274 | 38,274 | 38,274 | ||||
Proceeds from notes and advances - related parties | $ 152,000 | ||||||
Amount of debt converted for common stock | $ 50,000 | ||||||
Common stock issued for debt conversion | 3,032,329 | ||||||
Convertible Promissory Note - January 30, 2018 - Unamortized discount | |||||||
Interest expense, net | 51,261 | $ 113,726 | |||||
Two Bridge Note Agreements - 1st Q 2018 Investors | |||||||
Interest expense, net | 8,188 | ||||||
Proceeds from notes and advances | 37,500 | ||||||
Amount of debt converted for common stock | $ 55,000 | $ 55,000 | |||||
Common stock issued for debt conversion | 687,500 | 687,500 | |||||
Three Bridge Note Agreements - 1st Q 2017 Investors | |||||||
Interest expense, net | 14,142 | 32,716 | |||||
Proceeds from notes and advances | 46,000 | ||||||
Seven Bridge Note Agreements - 2017 Investors | |||||||
Payments on notes and advances | 15,000 | ||||||
Interest expense, net | 16,904 | ||||||
Bridge Note Agreement - December 2016 - Investors | |||||||
Payments on notes and advances | 5,000 | ||||||
Convertible Promissory Note - May 18, 2016 | |||||||
Payments on notes and advances | 2,500 | ||||||
Interest expense, net | $ 2,488 | 2,525 | 7,440 | 7,494 | |||
Related to amortization of the discount on unpaid notes - May 18, 2016 Convertible note | |||||||
Interest expense, net | $ 21,047 | $ 44,974 | $ 62,453 |
Notes Payable and Convertible_7
Notes Payable and Convertible Notes Payable Disclosure: Schedule of convertible notes payable (Details) - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
Convertible notes payable, net | $ 502,791 | $ 255,122 |
Convertible Notes Payable Entered into | ||
Payables | 651,500 | 317,000 |
Convertible Notes Payable Debt Discount | ||
Unamortized debt discount | $ (148,709) | $ (61,878) |
Note 10 - Convertible Notes P_4
Note 10 - Convertible Notes Payable - Related Party Disclosure: Schedule of Related Party Convertible Notes Payable (Details) - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
Convertible notes payable - related party, net | $ 305,765 | $ 126,706 |
Convertible Notes Payable Entered into - related party | ||
Payables | 319,000 | 319,000 |
Convertible Notes Payable Debt Discount - related party | ||
Unamortized debt discount | $ (13,235) | $ (192,294) |
Note 10 - Convertible Notes P_5
Note 10 - Convertible Notes Payable - Related Party Disclosure (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Interest expense - related party | $ 66,082 | $ 5,603 | $ 199,927 | $ 118,056 |
Convertible Note Agreement - October 17, 2017 | ||||
Interest expense - related party | 5,520 | 16,380 | ||
Related to amortization of the discount on unpaid notes - October 17, 2017 | ||||
Interest expense - related party | $ 59,050 | 175,223 | ||
Bridge Note Agreement - March 3, 2017 - 5% stockholder | ||||
Interest expense - related party | 100,000 | |||
Related to amortization of the discount on unpaid notes - March 25, 2016 promissory note | ||||
Interest expense - related party | 4,201 | $ 3,856 | 12,466 | |
Promissory Note Agreement - March 25, 2016 | ||||
Interest expense - related party | $ 1,512 | 4,488 | ||
Bridge Note Agreement - December 2016 - director | ||||
Interest expense - related party | 1,102 | |||
Payments on notes and advances - related parties | $ 10,500 |
Derivative Liabilities Disclo_5
Derivative Liabilities Disclosure: Schedule of Derivative Liabilities at Fair Value (Details) - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
Derivative liability on note payable | ||
Derivative liability fair value measurement | $ 807,362 | |
Derivative liability on note payable - related party | ||
Derivative liability fair value measurement | $ 498,457 | $ 261,784 |
Stockholders' Equity Disclosu_2
Stockholders' Equity Disclosure (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | ||||||||
Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Jun. 30, 2018 | Sep. 30, 2018 | Sep. 30, 2017 | Nov. 16, 2018 | Oct. 12, 2018 | Dec. 31, 2017 | |
Preferred stock authorized to be issued | 50,000,000 | 50,000,000 | 50,000,000 | 50,000,000 | |||||||
Par value of preferred stock | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||||
Common stock authorized to be issued | 300,000,000 | 300,000,000 | 300,000,000 | 1,000,000,000 | 600,000,000 | 300,000,000 | |||||
Par value of common stock | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||||
Consulting expense | $ 31,933 | $ 147,205 | $ 327,901 | $ 343,392 | |||||||
Proceeds from sale of common stock | $ 230,000 | $ 157,490 | |||||||||
Two Bridge Note Agreements - 1st Q 2018 Investors | |||||||||||
Common stock issued for debt conversion | 687,500 | 687,500 | |||||||||
Amount of debt converted for common stock | $ 55,000 | $ 55,000 | |||||||||
Convertible Promissory Note - January 30, 2018 | |||||||||||
Common stock issued for debt conversion | 3,032,329 | ||||||||||
Amount of debt converted for common stock | $ 50,000 | ||||||||||
Issuance authorized for compensation of services - consultants | |||||||||||
Common stock authorized to be issued | 3,000,000 | ||||||||||
Value assigned to stock authorized to be issued | $ 200 | ||||||||||
Consulting expense | $ 240,000 | ||||||||||
Common stock issued for services | 3,000,000 | ||||||||||
Common stock for cash proceeds | |||||||||||
Common stock authorized to be issued | 4,600,000 | 6,000 | |||||||||
Value assigned to stock authorized to be issued | $ 580 | ||||||||||
Proceeds from sale of common stock | $ 230,000 | ||||||||||
Stock issued for services - consultants | |||||||||||
Common stock authorized to be issued | 36,000 | ||||||||||
Common stock issued for services | 100,000 | ||||||||||
Value of stock issued for services | $ 2,520 | $ 14,000 | |||||||||
Repayment of debt to third parties | |||||||||||
Common stock issued, other | 157,880 | 464,700 | |||||||||
Value of stock issued, other | $ 15,788 | $ 23,235 | |||||||||
Stock issued for services - directors and advisors | |||||||||||
Common stock issued for services | 60,000 | ||||||||||
Value of stock issued for services | $ 2,796 | ||||||||||
Issuance authorized for compensation of services - directors and advisors | |||||||||||
Common stock authorized to be issued | 56,000 | ||||||||||
Value of stock issued for services | $ 1,496 |
Options and Warrants Disclosu_4
Options and Warrants Disclosure (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Authorized amount of common stock under 2012 Stock Option Plan | 600,000,000 | 600,000,000 | ||
Options granted | 900,000 | |||
Share based compensation expense | $ 23,636 | $ 5,876 | $ 25,366 | $ 37,244 |
Granted to employees | ||||
Options granted | 400,000 | |||
Granted to officers | ||||
Options granted | 500,000 |
Options and Warrants Disclosu_5
Options and Warrants Disclosure: Schedule of Stock Options (Details) - $ / shares | 9 Months Ended | |
Sep. 30, 2018 | Dec. 31, 2017 | |
Details | ||
Number of options outstanding | 1,292,500 | 2,067,500 |
Weighted average exercise price (options outstanding) | $ 0.094 | $ 0.309 |
Options granted | 900,000 | |
Options granted - weighted average exercise price | $ 0.037 | |
Number of options cancelled during the period | (1,675,000) | |
Options forfeited/cancelled - weighted average exercise price | $ 0.337 | |
Number of options exercisable | 762,500 | |
Weighted average exercise price (options exercisable) | $ 0.103 |
Options and Warrants Disclosu_6
Options and Warrants Disclosure: Schedule of Stock Warrants (Details) - $ / shares | 9 Months Ended | |
Sep. 30, 2018 | Dec. 31, 2017 | |
Details | ||
Number of warrants outstanding | 1,521,939 | 1,671,939 |
Weighted-Average Exercise Price (Warrants outstanding) | $ 0.198 | $ 0.225 |
Warrants forfeited/cancelled | (150,000) |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | 2 Months Ended | 9 Months Ended | |||
Nov. 16, 2018 | Sep. 30, 2018 | Sep. 30, 2017 | Oct. 12, 2018 | Dec. 31, 2017 | |
Common stock authorized to be issued | 1,000,000,000 | 300,000,000 | 600,000,000 | 300,000,000 | |
Proceeds from notes and advances | $ 462,000 | $ 319,500 | |||
Convertible Promissory Note - October 16, 2018 | |||||
Proceeds from notes and advances | $ 75,000 | ||||
Between October 16 and November 12 | |||||
Amount of debt converted for common stock | $ 63,857 | ||||
Common stock issued for debt conversion | 15,866,882 | ||||
On October 1 | |||||
Amount of debt converted for common stock | $ 30,000 | ||||
Common stock issued for debt conversion | 3,846,153 | ||||
On November 5 | |||||
Amount of debt converted for common stock | $ 17,664 | ||||
Common stock issued for debt conversion | 4,940,992 |
Supplemental Disclosure of Ca_3
Supplemental Disclosure of Cash Flow Information: Schedule of Cash Flow, Supplemental Disclosures (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Cash paid for interest | $ 24,392 | $ 1,442 |
Stock issued for conversion of debts | ||
Noncash transaction, value recorded | 105,000 | |
Repayment of advance in shares | ||
Noncash transaction, value recorded | 62,258 | |
Proceeds from convertible note payable from note replacement(1) | ||
Noncash transaction, value recorded | 37,500 | |
Payment on convertible note payable from note replacement | ||
Noncash transaction, value recorded | (37,500) | |
Shares issued for asset purchases | ||
Noncash transaction, value recorded | (43,500) | |
Discount on convertible notes | ||
Noncash transaction, value recorded | $ 52,000 | |
Cancellation of shares issued for services | ||
Noncash transaction, value recorded | (142,900) | |
Accounts receivable reduced to sale of assets | ||
Noncash transaction, value recorded | (1,656) | |
Increase in prepaid due to prepaid share-based compensation | ||
Noncash transaction, value recorded | (445,580) | |
Shares issued to settle accrued liabilities | ||
Noncash transaction, value recorded | (266,300) | |
Shares issued to settle accrued liabilities - related party | ||
Noncash transaction, value recorded | (30,747) | |
Repayment of advance in shares- | ||
Noncash transaction, value recorded | (12,000) | |
Notes payable reclassified from convertible notes payable | ||
Noncash transaction, value recorded | (5,000) | |
Convertible notes payable reclassified from notes payable | ||
Noncash transaction, value recorded | 5,000 | |
Repayment of notes payable - related party in lieu of shares | ||
Noncash transaction, value recorded | (131,000) | |
Initial BF credited to paid-in capital | ||
Noncash transaction, value recorded | (34,343) | |
Discount on notes payable reclassified to discount on notes payable - related party | ||
Noncash transaction, value recorded | $ (100,000) |