Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Jun. 30, 2020 | Aug. 05, 2020 | |
Document Information Line Items | ||
Entity Registrant Name | GreenBox POS, LLC | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 181,050,238 | |
Amendment Flag | false | |
Entity Central Index Key | 0001419275 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Jun. 30, 2020 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q2 | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Document Quarterly Report | true | |
Entity Interactive Data Current | Yes |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Jun. 30, 2020 | Dec. 31, 2019 |
Current Assets: | ||
Cash and cash equivalents | $ 0 | $ 0 |
Restricted cash | 697,232 | 763,110 |
Accounts receivable, net of allowance for bad debt of $0 and $0, respectively | 10,000 | 70,257 |
Accounts receivables from fines and penalties from merchants, net of allowance for bad debt of $6,665,031 | 2,789,230 | 2,776,687 |
Cash due from gateways, net | 5,297,642 | 8,426,844 |
Prepaid and other current assets | 75,403 | 42,062 |
Total current assets | 8,869,507 | 12,078,960 |
Non-current Assets: | ||
Property and equipment, net | 65,603 | 66,491 |
Operating lease right-of-use assets, net | 175,442 | 229,639 |
Total non-current assets | 241,045 | 296,130 |
Total assets | 9,110,552 | 12,375,090 |
Current Liabilities: | ||
Accounts payable | 470,761 | 504,505 |
Other current liabilities | 29,454 | 15,100 |
Accrued interest | 84,000 | 368,071 |
Payment processing liabilities, net | 12,944,341 | 14,021,892 |
Short-term notes payable, net of debt discount of $78,000 and $32,418, respectively | 617,184 | 741,253 |
Convertible debt | 225,000 | 807,500 |
Derivative liability | 1,050,063 | |
Current portion of operating lease liabilities | 58,898 | 113,935 |
Total current liabilities | 14,429,638 | 17,622,319 |
Operating lease liabilities, less current portion | 120,111 | 120,110 |
Total liabilities | 14,549,749 | 17,742,429 |
Commitments and contingencies | ||
Stockholders' Equity: | ||
Common stock, par value $0.001, 495,000,000 shares authorized, shares issued and outstanding of 181,050,238 and 169,862,933, respectively | 181,150 | 169,863 |
Common stock - issuable | 0 | 695 |
Additional paid-in capital | 1,396,360 | 1,179,272 |
Accumulated deficit | (7,016,707) | (6,717,169) |
Total stockholders' equity | (5,439,197) | (5,367,339) |
Total liabilities and stockholder's equity | $ 9,110,552 | $ 12,375,090 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parentheticals) - USD ($) | Jun. 30, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowance for bad debt (in Dollars) | $ 0 | $ 0 |
Accounts receivables from fines and penalties from merchants, allowance for bad debt (in Dollars) | $ 6,665,031 | $ 6,665,031 |
Common stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 495,000,000 | 495,000,000 |
Common stock, shares issued | 181,050,238 | 169,862,933 |
Common stock, shares outstanding | 181,050,238 | 169,862,933 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Income Statement [Abstract] | ||||
Revenue | $ 2,292,859 | $ 3,309,747 | $ 2,480,064 | $ 4,277,745 |
Cost of Goods Sold | 1,411,683 | 3,041,064 | 1,658,988 | 3,768,355 |
Gross Profit | 881,176 | 268,683 | 821,076 | 509,390 |
Operating expenses: | ||||
Advertising and marketing | 15,384 | 12,603 | 27,269 | 25,609 |
Research and development | 267,686 | 600,264 | 554,234 | 704,186 |
General and administrative | 113,653 | 119,685 | 246,422 | 199,252 |
Payroll and payroll taxes | 428,758 | 310,858 | 842,958 | 547,047 |
Professional fees | 293,622 | 127,473 | 507,593 | 307,018 |
Depreciation and amortization | 5,716 | 3,615 | 11,092 | 6,455 |
Total operating expenses | 1,124,819 | 1,174,498 | 2,189,568 | 1,789,567 |
Loss from operations | (243,643) | (905,815) | (1,368,492) | (1,280,177) |
Other income (expense): | ||||
Interest expense | (30,659) | (24,738) | (319,249) | (174,953) |
Interest expense - debt discount | (8,342) | 0 | (38,418) | (188,273) |
Derivative expense | (4,373) | 0 | (4,373) | (634,766) |
Changes in fair value of derivative liability | 2,619,250 | (412,158) | (1,203,135) | (365,370) |
Gain from extinguishment of convertible debt | 2,612,246 | 0 | 2,630,795 | 0 |
Other income or expense | (2,177) | 167 | 3,334 | 0 |
Total other expense, net | 5,185,945 | (436,729) | 1,068,954 | (1,363,362) |
Loss before provision for income taxes | 4,942,302 | (1,342,544) | (299,538) | (2,643,539) |
Income tax provision | 0 | 0 | 0 | 0 |
Net Income (loss) | $ 4,942,302 | $ (1,342,544) | $ (299,538) | $ (2,643,539) |
Earnings (loss) per share: | ||||
Basic and diluted (in Dollars per share) | $ 0.03 | $ (0.01) | $ 0 | $ (0.02) |
Weighted average number of common shares outstanding: | ||||
Basic and diluted (in Shares) | 173,898,204 | 166,509,363 | 176,953,079 | 166,449,863 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY - USD ($) | Warrants Issuable Under Convertible Debt [Member]Additional Paid-in Capital [Member] | Warrants Issuable Under Convertible Debt [Member]Common Stock to be Issued [Member] | Warrants Issuable Under Convertible Debt [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Common Stock to be Issued [Member] | Total |
Balance at Dec. 31, 2018 | $ 166,390 | $ 945,940 | $ (2,032,595) | $ 1,000 | $ (919,265) | |||
Balance (in Shares) at Dec. 31, 2018 | 166,390,363 | 1,000,000 | ||||||
Issuable under convertible debt | $ 55,311 | $ 55,311 | $ 4,500 | 4,500 | ||||
Issuable under convertible debt (in Shares) | 125,000 | 25,000 | ||||||
Common stock and warrants issuable forfeited | (55,311) | $ (4,500) | (59,811) | |||||
Common stock and warrants issuable forfeited (in Shares) | (150,000) | |||||||
Common stocks issued | $ 860 | 85,640 | 86,500 | |||||
Common stocks issued (in Shares) | 860,000 | |||||||
Shares issuable from conversion of convertible debt | 147,692 | $ 2,308 | 150,000 | |||||
Shares issuable from conversion of convertible debt (in Shares) | 2,307,692 | |||||||
Net loss | (2,643,539) | (2,643,539) | ||||||
Balance at Jun. 30, 2019 | $ 167,250 | 1,179,272 | (4,676,134) | $ 3,308 | (3,326,304) | |||
Balance (in Shares) at Jun. 30, 2019 | 167,250,363 | 3,307,692 | ||||||
Balance at Mar. 31, 2019 | $ 166,390 | 1,001,251 | (3,333,590) | $ 5,500 | (2,160,449) | |||
Balance (in Shares) at Mar. 31, 2019 | 166,390,363 | 1,150,000 | ||||||
Common stock and warrants issuable forfeited | (55,311) | $ (4,500) | (59,811) | |||||
Common stock and warrants issuable forfeited (in Shares) | (150,000) | |||||||
Common stocks issued | $ 860 | 85,640 | 86,500 | |||||
Common stocks issued (in Shares) | 860,000 | |||||||
Shares issuable from conversion of convertible debt | 147,692 | $ 2,308 | 150,000 | |||||
Shares issuable from conversion of convertible debt (in Shares) | 2,307,692 | |||||||
Net loss | (1,342,544) | (1,342,544) | ||||||
Balance at Jun. 30, 2019 | $ 167,250 | 1,179,272 | (4,676,134) | $ 3,308 | (3,326,304) | |||
Balance (in Shares) at Jun. 30, 2019 | 167,250,363 | 3,307,692 | ||||||
Balance at Dec. 31, 2019 | $ 169,863 | 1,179,272 | (6,717,169) | $ 695 | $ (5,367,339) | |||
Balance (in Shares) at Dec. 31, 2019 | 169,862,933 | 695,122 | 169,862,933 | |||||
Shares to be issued | 695 | $ (695) | ||||||
Shares to be issued (in Shares) | (695,122) | |||||||
Common stocks issued | $ 59 | 4,071 | $ 4,130 | |||||
Common stocks issued (in Shares) | 59,000 | |||||||
Shares issuable from conversion of convertible debt | $ 11,128 | 204,422 | 215,550 | |||||
Shares issuable from conversion of convertible debt (in Shares) | 11,128,205 | |||||||
Common stocks issued - donation | $ 100 | 7,900 | 8,000 | |||||
Common stocks issued - donation (in Shares) | 100,000 | |||||||
Net loss | (299,538) | (299,538) | ||||||
Balance at Jun. 30, 2020 | $ 181,150 | 1,396,360 | (7,016,707) | $ (5,439,197) | ||||
Balance (in Shares) at Jun. 30, 2020 | 181,150,138 | 181,050,238 | ||||||
Balance at Mar. 31, 2020 | $ 175,922 | 1,293,588 | (11,959,009) | $ (10,489,499) | ||||
Balance (in Shares) at Mar. 31, 2020 | 175,921,933 | |||||||
Shares issuable from conversion of convertible debt | $ 5,128 | 94,872 | 100,000 | |||||
Shares issuable from conversion of convertible debt (in Shares) | 5,128,205 | |||||||
Common stocks issued - donation | $ 100 | 7,900 | 8,000 | |||||
Common stocks issued - donation (in Shares) | 100,000 | |||||||
Net loss | 4,942,302 | 4,942,302 | ||||||
Balance at Jun. 30, 2020 | $ 181,150 | $ 1,396,360 | $ (7,016,707) | $ (5,439,197) | ||||
Balance (in Shares) at Jun. 30, 2020 | 181,150,138 | 181,050,238 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Cash flows from operating activities: | ||
Net loss | $ (299,538) | $ (2,643,539) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Depreciation expense | 11,092 | 6,456 |
Noncash lease expense | (839) | 3,219 |
Stock compensation expense | 12,130 | 85,640 |
Interest expense - debt discount | 38,418 | 188,273 |
Derivative expense | 4,373 | 634,766 |
Gain (loss) on extinguishment of debt | (2,630,795) | 0 |
Changes in fair value of derivative liability | 1,203,135 | 365,370 |
Changes in assets and liabilities: | ||
Other receivable, net | 47,714 | 0 |
Prepaid and other current assets | (33,341) | 35,110 |
Cash due from gateways, net | 3,502,426 | (3,184,361) |
Accounts payable | (33,597) | (39,054) |
Other current liabilities | 14,354 | 15,356 |
Accrued interest | (290,021) | 9,442 |
Payment processing liabilities, net | (1,077,551) | 6,364,927 |
Net cash provided by (used in) operating activities | 467,960 | 1,841,605 |
Cash flows from investing activities: | ||
Purchases of property and equipment | (10,244) | (41,634) |
Net cash used in investing activities | (10,244) | (41,634) |
Cash flows from financing activities: | ||
Borrowings from convertible debt | 0 | 482,500 |
Repayments on convertible debt | (445,000) | (496,500) |
Borrowigs from notes payable | 744,480 | 0 |
Principal payments on notes payable | (823,074) | 0 |
Repayment on long-term debt | 0 | (75,000) |
Net cash provided by (used in) financing activities | (523,594) | (89,000) |
Net increase in cash, cash equivalents, and restricted cash | (65,878) | 1,710,971 |
Cash, cash equivalents, and restricted cash – beginning of period | 763,110 | 284,978 |
Cash, cash equivalents, and restricted cash – end of period | 697,232 | 1,995,949 |
Cash paid during the period for: | ||
Interest | 525,270 | 125,511 |
Income taxes | 800 | 800 |
Non-cash financing activities: | ||
Convertible debt conversion to common stock | 137,500 | (150,000) |
Interest accrual from convertible debt converted to common stock | $ 78,050 | $ 0 |
DESCRIPTION OF BUSINESS AND BAS
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION | 6 Months Ended |
Jun. 30, 2020 | |
Accounting Policies [Abstract] | |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | 1. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION Organization GreenBox POS (the “Company” or “PubCo”) is a tech company formed with the intent of developing, marketing and selling innovative blockchain-based payment solutions, which the Company believes will cause favorable disruption in the payment solutions marketplace. The Company’s core focus is to develop and monetize disruptive blockchain-based applications, integrated within an end-to-end suite of financial products, capable of supporting a multitude of industries. The Company’s proprietary, blockchain-based systems are designed to facilitate, record and store a virtually limitless volume of tokenized assets, representing cash or data, on a secured, immutable blockchain-based ledger. The Company was formerly known as GreenBox POS, Inc (“ASAP”), which was incorporated April 10, 2007 under the laws of the State of Nevada. On January 4, 2020, PubCo and GreenBox POS LLC, a Washington limited liability company (“PrivCo”), entered into an Asset Purchase Agreement (the “Agreement”), to memorialize a verbal agreement (the “Verbal Agreement”) entered into on April 12, 2018, by and among PubCo (the buyer) and PrivCo, which was formed on August 10, 2017 (the seller). On April 12, 2018, pursuant to the Verbal Agreement, PubCo acquired PrivCo’s blockchain gateway and payment system business, point of sale system business, delivery business and kiosk business, and bank and merchant accounts, as well as all intellectual property related thereto (the “GreenBox Business”). As consideration for the GreenBox Business, on April 12, 2018, PubCo assumed PrivCo’s liabilities that had been incurred in the normal course of the GreenBox Business (collectively, the “GreenBox Acquisition”). For accounting and reporting purposes, PubCo deemed the GreenBox Acquisition a “Reverse Acquisition” with PrivCo designated the “accounting acquirer” and PubCo designated the “accounting acquiree.” Name Change On May 3, 2018, PubCo formally changed its name to GreenBox POS LLC, then subsequently changed its name to GreenBox POS on December 13, 2018. Unless the context otherwise requires, all references to “the Company,” “we,” “our”, “us” and “PubCo” refer to GreenBox POS. Unless the context otherwise requires, all references to “PrivCo” or the “Private Company” refer to GreenBox POS LLC, a limited liability company, formed in the state of Washington. Unaudited Interim Financial Information These unaudited interim financial statements have been prepared in accordance with GAAP for interim financial reporting and the rules and regulations of the Securities and Exchange Commission that permit reduced disclosure for interim periods. Therefore, certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted. In the opinion of management, all adjustments of a normal recurring nature necessary for a fair presentation of the financial position, results of operations and cash flows for the periods presented have been made. The results of operations for the interim periods presented are not necessarily indicative of the results to be expected for the year ending December 31, 2020. The balance sheets and certain comparative information as of December 31, 2019 are derived from the audited financial statements and related notes for the year ended December 31, 2019 (“2019 Annual Financial Statements”), included in the Company’s 2019 Annual Report on Form 10-K. These unaudited interim financial statements should be read in conjunction with the 2019 Annual Financial Statements. Basis of Presentation and Consolidation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America. The financial statements include the combined accounts of PubCo and PrivCo. All amounts are presented in U.S. Dollars unless otherwise stated. The accompanying financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”). Going Concern As of June 30, 2020, the Company had cash and cash equivalents of $0, has incurred a net loss of $299,538 for the six months ended June 30, 2020, and has accumulated a deficit of $7,016,707. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Additionally, as the GreenBox ecosystem grows, substantially larger volumes of working capital financing will be required to support our platform’s growth. The Company intends to raise additional capital through private placements of debt and equity securities, but there can be no assurance that these funds will be available on terms acceptable to the Company, or will be sufficient to enable the Company to fully complete its development activities or sustain operations. If the Company is unable to raise sufficient additional funds, we will have to develop and implement a plan to further extend payables, reduce overhead or scale back our business plan until sufficient additional capital is raised to support further operations. There can be no assurance that such a plan will be successful. Accordingly, the accompanying financial statements have been prepared in conformity with GAAP, which contemplate our continuation as a going concern, and the realization of assets and satisfaction of liabilities in the normal course of business. The carrying amounts of assets and liabilities presented in the financial statements do not necessarily purport to represent realizable or settlement values. The financial statements do not include any adjustment that might result from the outcome of this uncertainty. Use of Estimates The preparation of financial statements in conformity with the 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. Cash, Cash Equivalents and Restricted Cash The Company’s cash, cash equivalent and Restricted cash represents the following: ● Cash and cash equivalents ● Restricted Cash – The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the statement of financial position that sum to the total of the same such amounts shown in the statement of cash flows. June 30, 2020 December 31, 2019 Cash and cash equivalents $ - $ - Restricted cash 697,232 763,110 Total cash, cash equivalents, and restricted cash shown in the statements of cash flows $ 697,232 $ 763,110 |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2020 | |
Accounting Policies [Abstract] | |
Organization, Consolidation, Basis of Presentation, Business Description and Accounting Policies [Text Block] | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Cash Due from Gateways and Payment Processing Liabilities The Company’s primary source of revenues continues to be payment processing services for its merchant clients. When such merchant makes a sale, the process of receiving the payment card information, engaging the banks for transferring the proceeds to the merchant’s account via digital gateways, and recording the transaction on a blockchain ledger are the activities for which the Company gets to collect fees. In 2019 the Company utilized several gateways. The gateways have strict guidelines pertaining to scheduling of the release of funds to merchants based on several criteria, such as return and chargeback history, associated risk for the specific business vertical, average transaction amount and so on. In order to mitigate processing risks, these policies determine reserve requirements and payment in arear strategy. While reserve and payment in arear restrictions are in effect for a merchant payout, the Company records gateway debt against these amounts until released. Therefore, the total gateway balances reflected in the Company’s books represent the amount owed to the Company for processing – these are funds from transactions processed and not yet distributed. Advertising and Marketing Costs Advertising and marketing costs are recorded as general and administrative expenses when they are incurred. Advertising and marketing expenses were $15,384 and $12,603 for the three months ended June 30, 2020 and 2019, respectively, and $27,269 and $25,609 for the six months ended June 30, 2020 and 2019, respectively. Research and Development Costs Research and development costs, which are expensed as incurred, are primarily comprised of costs and expenses for salaries and benefits for research and development personnel, outsourced contract services, and supplies and materials costs. Research and development expenses were $267,686 and $600,264 for the three months ended June 30, 2020 and 2019, respectively, and $554,234 and $704,186 for the six months ended June 30, 2020 and 2019, respectively. Revenue Recognition Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers outlines the basic criteria that must be met to recognize revenue and provide guidance for presentation of revenue and for disclosure related to revenue recognition policies in financial statements filed with the Securities and Exchange Commission. Management believes the Company’s revenue recognition policies conform to ASC 606. The Company recognizes revenue when 1) it is realized or realizable and earned, 2) there is persuasive evidence of an arrangement, 3) delivery and performance has occurred, 4) there is a fixed or determinable sales price, and 5) collection is reasonably assured. The Company generates revenue from payment processing services, licensing fees and equipment sales. ● Payment processing revenue is based on a percentage of each transaction’s value and/or upon fixed amounts specified per each transaction or service and is recognized as such transactions or services are performed. ● Licensing revenue is paid in advance and is recorded as unearned income, which is amortized monthly over the period of the licensing agreement. ● Equipment revenue is generated from the sale of POS products, which is recognized when goods are shipped. Accounts Receivables from Fines and Fees from Merchants The fines and penalties charged to the Company’s merchants is a normal course of business and historically, the Company has had more than 90% collections success rate. These fees and penalties represent certain chargebacks which are at fault by the Company’s merchants and are imposed as the merchant agreement between the Company and the merchant. The Company has legal rights under the merchant agreement to claim the chargeback. These chargebacks, fees, and fines are earned and delivered because the Company has been “chargebacked” by the Gateways and the Company has legal rights under the agreement to claim this against the merchants. In end of Q3 2019, GreenBox received constructive notice of potential violations of its Terms of Service by a merchant, The Good People Farms (“TGPF”). An ongoing audit and investigation of this account resulted in the discovery of a number of violations GreenBox believes TGPF is responsible for, including but not limited to violations of VISA, Mastercard, and American Express’s rules. This investigation is ongoing, but initial results indicate that excessively high chargeback percentages are connected with fraudulent activity and / or transaction laundering. These issues lead to the implementation of aggressive bank reserves, stunting GreenBox’s ability to conduct business and contributed to undetermined consequential damages. GreenBox promptly terminated the merchant account and placed all processed funds on reserve. Although the investigation is ongoing, GreenBox estimates that the total amount of fees, fines, and chargebacks are currently $9,441,718. The Company has provided for an allowance for bad debt of $6,665,031 on the gross balance of $9,441,718 bringing to net balance of $2,789,230 which is included as accounts receivables from fines and penalties from merchants. To date, GreenBox has successfully recouped $840,739.33 (collected in 2019). The Company expects to recoup at minimum approximately $2.8M in fiscal year 2020. The Company may assess $100,000 per fraudulent transactions but the Company used $5,000 per transaction to calculate the fees and fines. The Company recorded net balance of $2,776,687 as other income in the statements of operations for the year ended December 31, 2019. Accounts Receivable and Allowance for Bad Debt The Company maintains an allowance for doubtful accounts for estimated losses from the inability of customers to make required payments. The allowance for doubtful accounts is evaluated periodically based on the aging of accounts receivable, the financial condition of customers and their payment history, historical write-off experience and other assumptions, such as current assessment of economic conditions. Property and Equipment Property and equipment are stated at cost. Depreciation is computed primarily using the straight-line method over the estimated useful lives of the assets, which range from three to eight years. Leasehold improvements are amortized over the shorter of the useful life of the related assets or the lease term. Expenditures for repairs and maintenance are charged to expense as incurred. For assets sold or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts, and any related gain or loss is reflected in income for the period. Fair Value of Financial Instruments The Company utilizes ASC 820-10, Fair Value Measurement and Disclosure, for valuing financial assets and liabilities measured on a recurring basis. Fair value is defined as the exit price, or the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. The guidance also establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs market participants would use in valuing the asset or liability and are developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the factors market participants would use in valuing the asset or liability. The guidance establishes three levels of inputs that may be used to measure fair value: Level 1. Observable inputs such as quoted prices in active markets; Level 2. Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and Level 3. Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. The Company’s financial instruments consisted of cash, accounts payable and accrued liabilities, advances to due to or from affiliated companies, notes payable to officers. The estimated fair value of cash, accounts payable and accrued liabilities, due to or from affiliated companies, and notes payable approximates its carrying amount due to the short maturity of these instruments. The table below describes the Company’s valuation of financial instruments using guidance from ASC 820-10: June 30, 2020 Level 1 Level 2 Level 3 Derivative liability $ - $ - $ - December 31, 2019 Level 1 Level 2 Level 3 Derivative liability $ - $ - $ 1,050,063 Income Taxes Income taxes are accounted for under the asset and liability method. Deferred income taxes are recognized for temporary differences between the tax basis of assets and liabilities and their reported amounts in the financial statements, net of operating loss carry forwards and credits, by applying enacted statutory tax rates applicable to future years. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is not more likely than not that some portion or all of the deferred tax assets will be realized. Current income taxes are provided for in accordance with the laws of the relevant taxing authorities. Long-Lived Asset Impairments The Company reviews long-lived assets, including property and equipment and intangible assets, for impairment when events or changes in business conditions indicate that their carrying value may not be recovered, and at least annually. The Company considers assets to be impaired and writes them down to estimated fair value if expected associated undiscounted cash flows are less than the carrying amounts. Fair value is the present value of the associated cash flows. Earnings Per Share A basic earnings per share is computed by dividing net income to common stockholders by the weighted average number of shares outstanding for the year. Dilutive earnings per share include the effect of any potentially dilutive debt or equity under the treasury stock method, if including such instruments is dilutive. The Company’s diluted earnings/loss per share is the same as the basic earnings/loss per share for the three months ended March 31, 2020 and 2019, as there are no potential shares outstanding that would have a dilutive effect. Leases Prior to January 1, 2019, the Company accounted for leases under Accounting Standards Codification (ASC) 840, Accounting for Leases. Effective from January 1, 2019, the Company adopted the guidance of ASC 842, Leases, which requires an entity to recognize a right-of-use asset and a lease liability for virtually all leases On February 25, 2016, the FASB issued Accounting Standards Update No. 2016-02, Leases (Topic 842), to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing transactions. ASC 842 requires that lessees recognize right of use assets and lease liabilities calculated based on the present value of lease payments for all lease agreements with terms that are greater than twelve months. ASC 842 distinguishes leases as either a finance lease or an operating lease that affects how the leases are measured and presented in the statement of operations and statement of cash flows. ASC 842 supersedes nearly all existing lease accounting guidance under GAAP issued by the Financial Accounting Standards Board (“FASB”) including ASC Topic 840, Leases. For operating leases, we calculated right of use assets and lease liabilities based on the present value of the remaining lease payments as of the date of adoption using the IBR as of that date. Recently Issued Accounting Updates In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842), which requires lessees to recognize on the balance sheet assets and liabilities for leases with lease terms of more than 12 months. Consistent with prior GAAP, the recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee will depend primarily on its classification as a finance or operating lease. However, unlike prior GAAP—which required only finance (formerly capital) leases to be recognized on the balance sheet—the new ASU requires both types of leases to be recognized on the balance sheet. The ASU took effect for public companies for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. This standard can be applied at the beginning of the earliest period presented using the modified retrospective approach, which includes certain practical expedients that an entity may elect to apply, including an election to use certain transition relief. In July 2018, the FASB issued ASU No. 2018-10, Codification Improvements to Topic 842, Leases and ASU No. 2018-11, Leases (Topic 842): Targeted Improvements, which make improvements to Accounting Standards Codification (“ASC”) 842 and allow entities to not restate comparative periods in transition to ASC 842 and instead report the comparative periods under ASC 840. The adoption of ASC 842 resulted in recording an adjustment to operating lease right of use assets and operating lease liabilities of liabilities of $307,531 and $309,677, respectively as of March 31, 2019. The difference between the operating lease ROU assets and operating lease liabilities at transition represented tenant improvements, and indirect costs that was derecognized. The adoption of ASC 842 did not materially impact our results of operations, cash flows, or presentation thereof. In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurements (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement. The standard removes, modifies, and adds certain disclosure requirements for fair value measurements. This pronouncement is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2019, with early adoption permitted. While the Company is currently in the process of evaluating the effects of this standard on the consolidated financial statements, the Company plans to adopt ASU No. 2018-13 in the first quarter of fiscal 2020, coinciding with the standard’s effective date, and expects the impact from this standard to be immaterial. In August 2018, the FASB issued ASU No. 2018-15, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract. This standard aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). The Company’s accounting for the service element of a hosting arrangement that is a service contract is not affected by the proposed amendments and will continue to be expensed as incurred in accordance with existing guidance. This standard does not expand on existing disclosure requirements except to require a description of the nature of hosting arrangements that are service contracts. This standard is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2019. Early adoption is permitted, including adoption in any interim period for which financial statements have not been issued. Entities can choose to adopt the new guidance prospectively or retrospectively. The Company plans to adopt the updated disclosure requirements of ASU No. 2018-15 prospectively in the first quarter of fiscal 2020, coinciding with the standard’s effective date, and expects the impact from this standard to be immaterial. Other recently issued accounting updates are not expected to have a material impact on the Company’s Interim Financial Statements. |
SETTLEMENT PROCESSING
SETTLEMENT PROCESSING | 6 Months Ended |
Jun. 30, 2020 | |
Settlement Processing [Abstract] | |
Settlement Processing [Text Block] | 3. SETTLEMENT PROCESSING The Company’s proprietary blockchain-based technology serves as the settlement engine for all transactions within the Company’s ecosystem. The blockchain ledger provides a robust and secure platform to log immense volumes of immutable transactional records in real time. Generally speaking, blockchain is a distributed ledger that uses digitally encrypted keys to verify, secure and record details of each transaction conducted within an ecosystem. Unlike general blockchain-based systems, GreenBox uses proprietary, private ledger technology to verify every transaction conducted within the GreenBox ecosystem. The verification of transaction data comes from trusted partners, all of whom have been extensively vetted by us. GreenBox facilitates all financial elements of our closed-loop ecosystem and we act as the administrator for all related accounts. Using our TrustGateway technology, we seek authorization and settlement for each transaction from Gateways to the issuing bank responsible for the credit/debit card used in the transaction. When the Gateway settles the transaction, our TrustGateway technology composes a chain of blockchain instructions to our ledger manager system. When consumers use credit/debit cards to pay for transactions with merchants who use our ecosystem, the transaction starts with the consumer purchasing tokens from us. The issuance of tokens is accomplished when we load a virtual wallet with a token, which then transfers credits to the merchant’s wallet on a dollar for dollar basis, after which the merchant releases its goods or services to the consumer. These transfers take place instantaneously and seamlessly, allowing the transaction experience to seem like any other ordinary credit/debit card transaction to the consumer and merchant. While our blockchain ledger records transaction details instantaneously, the final cash settlement of each transaction can take days to weeks, depending upon contract terms between us and the gateways we use, between us and our ISOs, and between us and/or our ISOs and merchants who use our services. In the case where we have received transaction funds, but not yet paid a merchant or an ISO, we hold funds in either a trust account or as cash deemed restricted within our operating accounts. We record the total of such funds as Cash held for Settlements – a Current Asset. Of these funds, we record the sum balance due to Merchants and ISOs as Settlement Liabilities to Merchants and Settlement Liabilities to ISOs, respectively. The table below shows the status of transaction settlements: June 30, 2020 December 31, 2019 Settlement Processing Assets: Cash held for settlements $ 697,232 $ 755,395 Cash due from gateways 3,276,151 3,073,183 Amount due from gateways and merchants – hold and fees 6,949,467 4,824,223 Chargeback allowances (1) - - Reserves (2) 2,021,491 5,353,661 Total before allowance for uncollectable 12,944,341 14,021,892 Allowance for uncollectable – hold and fees (6,949,467 ) (4,824,223 ) Cash held for settlement (697,232 ) (763,110 ) Total – settlement processing assets $ 5,297,642 $ 8,426,844 Settlement Processing Liabilities: Settlement liabilities to merchants 12,944,341 14,021,892 Settlement liabilities to ISOs - - Refund allowances (3) - - Totals $ 12,944,341 $ 14,021,892 (1) During 2018, the Company absorbed all chargeback costs as a cost of services provided – essentially a sales promotion tool to onboard customers in 2018. The Chargeback Allowance shown in the table above reflects our estimate of potential chargebacks that are likely to be realized in 2019, which are connected to sales transactions that occurred in 2018. The allowance decreases the amount that GreenBox is owed from the Gateways we use in our proprietary ecosystem. In 2019, the actual dollar amount of chargebacks will be reconciled with our allowance. (2) Reserves are essentially an escrow fund that protects a gateway/card issuer from financial losses. In the Reserve, funds are held until chargeback time limits expire. (3) The Refund Allowance shown in the table above reflects our estimate of potential refunds that may be realized in 2019, which are connected to sales transactions that occurred in 2018. The allowance decreases the amount that GreenBox owes to Merchants using the Company’s proprietary ecosystem. In 2019, the actual dollar amount of refunds with be reconciled with allowances. |
CASH DUE FROM GATEWAYS
CASH DUE FROM GATEWAYS | 6 Months Ended |
Jun. 30, 2020 | |
Disclosure Text Block Supplement [Abstract] | |
Other Current Assets [Text Block] | 4. CASH DUE FROM GATEWAYS Cash due from gateways consisted of the following: June 30, 2020 December 31, 2019 Cash due from Gateways $ 3,276,151 $ 3,073,183 Amount due from gateways and merchants – hold and fees 6,949,467 4,824,223 Reserves (2) 2,021,491 5,353,661 Total cash due from gateways 12,247,109 13,251,067 Chargeback Allowances (1) - - Allowance of uncollectable – hold and fees (6,949,467 ) (4,824,223 ) Total cash due from gateways, net $ 5,297,642 $ 8,426,844 (1) During 2018, the Company absorbed all chargeback costs as a cost of services provided – essentially a sales promotion tool to onboard customers in 2018. The Chargeback Allowance shown in the table above reflects our estimate of potential chargebacks that are likely to be realized in 2019, which are connected to sales transactions that occurred in 2018. The allowance decreases the amount that GreenBox is owed from the Gateways we use in our proprietary ecosystem. In 2019, the actual dollar amount of chargebacks will be reconciled with our allowance. (2) Reserves are essentially an escrow fund that protects a gateway/card issuer from financial losses. In the Reserve, funds are held until chargeback time limits expire. |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 6 Months Ended |
Jun. 30, 2020 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment Disclosure [Text Block] | 5. PROPERTY AND EQUIPMENT Property and equipment consisted of the following: June 30, 2020 December 31, 2019 Computers $ 46,200 $ 38,938 Furniture 40,320 37,339 Kiosks 6,472 12,750 Vehicles 4,578 4,578 Total property and equipment 97,570 93,605 Less: Accumulated depreciation (31,967 ) (27,114 ) Total property and equipment, net $ 65,603 $ 66,491 Depreciation expense was $5,376 and $3,615 for the three months ended June 30, 2020 and 2019, respectively, and $11,092 and $6,455 for the six months ended June 30, 2020 and 2019, respectively. |
PAYMENT PROCESSING LIABILITIES,
PAYMENT PROCESSING LIABILITIES, NET | 6 Months Ended |
Jun. 30, 2020 | |
Other Liabilities and Financial Instruments Subject to Mandatory Redemption [Abstract] | |
Other Liabilities Disclosure [Text Block] | 6. PAYMENT PROCESSING LIABILITIES, NET Payment processing liabilities consisted of the following: June 30, 2020 December 31, 2019 Settlement liabilities to merchants $ 12,944,341 $ 14,021,892 Settlement liabilities to ISOs - - Total processing liabilities 12,944,341 14,021,892 Refund allowances - - Total payment processing liabilities $ 12,944,341 $ 14,021,892 The Refund Allowance shown in the table above reflects our estimate of potential refunds that may be realized in 2019, which are connected to sales transactions that occurred in 2018. The allowance decreases the amount that GreenBox owes to Merchants using our proprietary ecosystem. In 2019, the actual dollar amount of refunds with be reconciled with our allowance. |
CONVERTIBLE NOTES PAYABLE
CONVERTIBLE NOTES PAYABLE | 6 Months Ended |
Jun. 30, 2020 | |
Debt Disclosure [Abstract] | |
Debt Disclosure [Text Block] | 7. CONVERTIBLE NOTES PAYABLE Convertible notes payable consisted of the following: June 30, 2020 December 31, 2019 March 11, 2019 ($500,000) $ 255,000 $ 500,000 November 26, 2018 ($200,000) - 200,000 March 15, 2018 ($300,00) - 107,500 Total convertible notes payable $ 255,000 $ 807,500 Vista Capital Investments, LLC - $500,000 (original received $375k) On March 11, 2019, PubCo issued a convertible promissory note for $500,000 to Vista Capital Investments, LLC (“Vista”) (the “Vista Note”), due October 6, 2019 (the “Maturity Date”). The Vista Note incurred a onetime interest charge of 8%, which was recorded at issuance, and was due upon repayment of the Vista Note. The Vista Note included an original issue discount of $125,000, netting the balance received by PubCo from Vista at $375,000. The Vista transaction included commitment fees, which took the form of an obligation by PubCo to issue Vista 25,0000 shares and a four-year warrant to purchase 125,000 shares (the “Commitment Shares”) which are only provided in the event of default. Upon the occurrence of an event of default, as defined in the Vista Note, the conversion price shall become equal to a 65% of the lowest traded price for the Company’s common stock in the 25 consecutive trading days preceding the notice of conversion and the balance due shall be multiplied by 130% (the “Default Provision”). The Vista Note’s principal and interest were due to be paid October 6, 2019. The Company and Vista amended the convertible debt agreement as follows: ● First Amendment ● Second Amendment ● Third Amendment On April 21, 2020, Vista converted $100,000 of convertible debt by receiving 5,128,205 common shares. On June 15, 2020, the Company and Vista entered into a settlement agreement, whereby, the Company will pay $225,000 on June 19, 2020 and $225,000 on July 19, 2020 and issuing 5,128,205 common shares to settle all of the outstanding balance including accrued interest. The Company has provided payment on those dates to fully settle the balance accordingly. RB Cap – $200,000 On November 26, 2018, PubCo issued a convertible promissory note for $200,000 to RB Cap (the “RB Cap $200K Note”). The note incurs interest at 12% per year and the outstanding principal and accrued interest are due November 26, 2019. RB Cap may elect to convert the note at any time from six months from the date of issuance at a fixed price per share of $4.50. This note became part of a claim/counter claim suit with RB Capital. The Company paid the loan with full settlement during the quarter ended March 31, 2020. As part of the payment settlement for all RB Cap convertible notes, the Company collectively provided 6,000,000 common shares. RB Cap – $300,000 On or about March 15, 2018, PrivCo issued a twelve-month, $300,000 convertible promissory note to RB Capital Partners (“RB Cap”), with an interest rate of 12% per annum (“RB Cap 300K Note”). The note’s convertibility feature commenced six months after the note’s issuance, at a conversion rate of $0.001 per share of the Company’s common stock. Under the terms of the Agreement which memorialized the Verbal Agreement, we assumed the note, however, PrivCo agreed to pay $185,000 of the principal balance due on this note. On or about June 8, 2018, PrivCo transferred 440,476 restricted shares of Common Stock from the Control Block, with a market value of $185,000, to a purported designee of RB Cap, as a payment of principal of the note. Subsequently, RB Cap disputed the reduction in principal and subsequently, and we, along with PrivCo, disputed whether these shares should have been issued by PrivCo, and sought their return. On or about October 23, 2018, we issued 7,500,000 newly issued, restricted shares of our stock to RB Cap, in repayment of $7,500 of the RB Cap $300,000 Note. Subsequently, we disputed whether these shares should have been issued to RB Cap. As of December 31, 2018, our recorded principal balance for the note was $107,500 and accrued interest on the note was $15,880. On or about March 13, 2019, we issued a final cash payment towards the RB Cap 300K Note of approximately $126,092 (the “Payoff Funds”). However, RB Cap contested the amount of the Payoff Funds. The Company paid the loan of $50,000 during the quarter ended March 31, 2020 and settled the rest of the outstanding balance including interest with shares issuances. As part of the payment settlement for all RB Cap convertible notes, the Company collectively provided 6,000,000 common shares. |
SHORT-TERM NOTES PAYABLE
SHORT-TERM NOTES PAYABLE | 6 Months Ended |
Jun. 30, 2020 | |
Debt Disclosure [Abstract] | |
Short-term Debt [Text Block] | 8. SHORT-TERM NOTES PAYABLE Short-term notes payable consisted of the following: June 30, 2020 December 31, 2019 December 10, 2019 ($260,000) $ - $ 213,671 December 9, 2019 ($200,000) - 160,000 November 12, 2019 ($400,000) 124,000 400,000 June 3, 2020 ($300,000) – 272,571 - June 9, 2020 ($150,000) 149,900 - April 29, 2020 ($272,713) – 272,713 - Total short-term notes payable $ 695,184 773,671 Debt discount (78,000 ) (32,418 ) Total short-term notes payable, net of debt discount $ 617,184 $ 741,253 Fox Capital Group, Inc. - $260,000 On or about December 5, 2019, PubCo entered into a Secured Merchant Agreement with Fox Capital Group, Inc. (“Fox”). Under the terms of the Secured Merchant Agreement, the Company agreed to sell Fox $366,000 of future incoming cashflow from the GreenBox Business, to be delivered to Fox in daily installments of $4,073, for $260,000, from which $26,000 in fees was deducted, providing the Company with net cash of $234,000. For accounting purposes, the Company recorded this transaction as a loan of $260,000, with interest of $106,000, which will be repaid over the following four months. Both Nisan and Errez, individually, signed personal guarantees for this Secured Merchant Agreement. Complete Business Solutions Group, Inc. - $200,000 On or about December 9, 2019, PubCo entered into an Agreement for the Purchase and Sale of Future Receivables (the “Purchase and Sale Agreement”) with Complete Business Solutions Group Inc, (“CBSG”). Under the terms of the Purchase and Sale Agreement, we agreed to sell CBSG $240,000 of future incoming cashflow from the GreenBox Business, to be delivered to CBSG in weekly installments of $16,000, for $200,000, from which $35 in fees was deducted, providing us with net cash of $199,965. For accounting purposes, we recorded this transaction as a loan of $200,000, with interest of $40,000, which will be repaid over the following four months. Both Nisan and Errez, individually, signed personal guarantees for this Purchase and Sale Agreement. West Coast Business Capital, LLC - $400,000 On or about November 12, 2019, the Company entered into a Purchase Agreement with West Coast Business Capital, LLC (“West Coast”). Under the terms of the Purchase Agreement, the Company agreed to sell West Coast $596,000 of future incoming cashflow from the GreenBox Business, to be delivered to West Coast in daily installments of $5,960, for $400,000, from which $16,000 in fees was deducted, providing the Company with net cash of $384,000. For accounting purposes, the Company recorded this transaction as a loan of $400,000, with interest of $196,000, which will be repaid over the following four months. Both Nisan and Errez, individually, signed personal guarantees for this Purchase Agreement. Itria Ventures - $300,000 On June 3, 2020, the Company entered into a loan agreement with Itria Ventures in the amount of $300,000. The loan requires weekly payment of $13,714 for total of 28 payments until fully paid. The loan bears 4.09% interest per annum. Both Nisan and Errez, individually, signed personal guarantees for this Purchase Agreement. SBA CARES Act Loan - $150,000 On June 9, 2020, the Company entered into a loan agreement with SBA under CARES Act in the amount of $150,000. The loan requires monthly payment of $731 after 12 months with maturity date of June 1, 2050 with interest rate at 3.75% per annum. Both Nisan and Errez, individually, signed personal guarantees for this Purchase Agreement. Preferred Bank - Paycheck Protection Program – CARES Act - $272,713 On April 29, 2020, the Company entered into a loan agreement with Preferred Bank under Paycheck Protection Program administered by SBA in the amount of $272,713. Under this loan program, the loan may be forgiven if utilized for specific purpose specified under the CARES Act and PPP guideline. The loan bears interest of 1.00% per annum and matures on April 29, 2022. |
DERIVATIVE LIABILITY
DERIVATIVE LIABILITY | 6 Months Ended |
Jun. 30, 2020 | |
Disclosure Text Block [Abstract] | |
Derivatives and Fair Value [Text Block] | 9. DERIVATIVE LIABILITY Derivative liability consisted of the following: June 30, 2020 December 31, 2019 Beneficial conversion feature – convertible debt $ - $ 1,050,063 Total derivative liability $ - $ 1,050,063 On March 11, 2019, PubCo issued a convertible promissory note for $500,000 to Vista Capital Investments, LLC (“Vista”) (the “Vista Note”), due October 6, 2019 (the “Maturity Date”). The Vista Note incurred a onetime interest charge of 8%, which was recorded at issuance, and was due upon payback of the Vista Note. The Vista Note included an original issue discount of $125,000, netting the balance received by PubCo from Vista at $375,000. The Vista transaction included commitment fees, which took the form of an obligation by PubCo to issue Vista 25,0000 shares and a four-year warrant to purchase 125,000 shares (the “Commitment Shares”) which are only provided in the event of default. Upon the occurrence of an event of default, as defined in the Vista Note, the conversion price shall become equal to a 65% of the lowest traded price for the Company’s common stock in the 25 consecutive trading days preceding the notice of conversion and the balance due shall be multiplied by 130% (the “Default Provision”). Derivative financial instruments, as defined in ASC 815, “Accounting for Derivative Financial Instruments and Hedging Activities”, consist of financial instruments or other contracts that contain a notional amount and one or more underlying (e.g. interest rate, security price or other variable), require no initial net investment and permit net settlement. Derivative financial instruments may be free-standing or embedded in other financial instruments. Further, derivative financial instruments are initially, and subsequently, measured at fair value and recorded as liabilities or, in rare instances, assets. The accounting treatment of derivative financial instruments requires that the Company record the embedded conversion option and warrants at their fair values as of the inception date of the agreement and at fair value as of each subsequent balance sheet date. Any change in fair value is recorded as non-operating, non-cash income or expense for each reporting period at each balance sheet date. If the classification changes as a result of events during the period, the contract is reclassified as of the date of the event that caused the reclassification. As a result of entering into warrant agreements, for which such instruments contained a variable conversion feature with no floor, the Company has adopted a sequencing policy in accordance with ASC 815-40-35-12 whereby all future instruments may be classified as a derivative liability with the exception of instruments related to share-based compensation issued to employees or directors. Based on ASC 815, the Company determined that the convertible debt contained embedded derivatives and valued the derivative using the Black-Scholes method. Estimating fair values of derivative financial instruments requires the development of significant and subjective estimates (such as volatility, estimated life and interest rates) that may, and are likely to, change over the duration of the instrument with related changes in internal and external market factors. In addition, option-based techniques are highly volatile and sensitive to changes in the trading market price of our common stock, which has a high-historical volatility. Since derivative financial instruments are initially and subsequently carried at fair values, the Company’s operating results will reflect the volatility in these estimate and assumption changes. The Company performs valuation of derivative instruments at the end of each reporting period. The fair value of derivative instruments is recorded and shown separately under current liabilities as these instruments can be converted anytime. Changes in fair value are recorded in the consolidated statement of income under other income (expenses). |
INCOME TAXES
INCOME TAXES | 6 Months Ended |
Jun. 30, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Tax Disclosure [Text Block] | 10. INCOME TAXES The Company did not have income tax provision (benefit) due to net loss and deferred tax assets having a full valuation allowances as of and for the three and six months ended June 30, 2020 and 2019. The provision for income taxes differs from the amounts computed by applying the federal statutory tax rate of 21% to earnings before income taxes, as follows: Three and Six Months Ended June 30, 2020 2019 Book income at statutory rate 21.00 % 21.00 % Others 0 % -0.80 % Change in Valuation Allowance -21.00 % -20.14 % Effective income tax rate 0 % 0.06 % Deferred tax assets and liabilities consist of the following tax-effected temporary differences: June 30, 2020 December 31, 2019 Deferred tax assets (liabilities): Charitable contributions $ - $ - Unearned revenue - - Depreciation - - Net operating loss carryforward 725,000 498,888 Total deferred tax assets, net 725,000 498,888 Valuation allowance (725,000 ) (498,888 ) Net deferred tax assets (liabilities) $ - $ - The Company uses the liability method of accounting for income taxes as set forth in ASC 740. Under the liability method, deferred taxes are determined based on differences between the financial statement and tax bases of assets and liabilities using enacted tax rates. As of June 30, 2020, the Company had federal and California net operating loss carryforwards of approximately $3.5 million. The federal and California net operating loss carryforwards will expire at various dates from 2026 through 2028; however, $3.5 million of the Federal operating loss does not expire and will be carried forward indefinitely. As of June 30, 2020 and December 31, 2019, the Company maintained full valuation allowance for net operating loss carryforward deferred tax asset. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversals of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. The amount of the deferred tax asset considered realizable, however, could be reduced if estimates of future taxable income are reduced. The Company files a consolidated federal income tax return and files tax returns in various state and local jurisdictions. The statutes of limitations for its consolidated federal income tax returns are open for years 2016 and after, and state and local income tax returns are open for years 2015 and after. |
EQUITY TRANSACTIONS
EQUITY TRANSACTIONS | 6 Months Ended |
Jun. 30, 2020 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | 11. EQUITY TRANSACTIONS The Company issued the following common shares: ● On or about May 10, 2019, PubCo issued 10,000 shares to a non-affiliated legal consultant for services rendered. ● On or about June 18, 2019, PubCo issued a total of 850,000 shares to nine PubCo employees as performance bonuses. The shares were fully vested upon issuance and worth $0.10 per share, at closing, on the day of issuance. ● On or about August 14, 2019, PubCo issued 2,307,692 shares to a lender, that chose to convert a $150,000 promissory note at a 50% discount into shares of PubCo. ● On or about August 14, 2019, PubCo issued 1,085,000 shares to PrivCo, as repayment of shares inadvertently transferred by PrivCo to third parties on behalf of PubCo as follows o On or about December 27, 2018, PrivCo inadvertently transferred 1,000,000 restricted PubCo shares, with a market value of $150,000, which money was deposited into PrivCo’s bank accounts (control of which bank accounts were shared by PubCo and PrivCo from April 12, 2018 through approximately December 31, 2018). o On or about January 4, 2019, PrivCo inadvertently transferred 50,000 restricted PubCo shares to a non-affiliated service provider to PubCo for services rendered to PubCo. o On or about January 4, 2019, PrivCo inadvertently transferred 35,000 PubCo shares of to a non-affiliated service provider to PubCo for services rendered to PubCo. |
STOCK COMPENSATION
STOCK COMPENSATION | 6 Months Ended |
Jun. 30, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Share-based Payment Arrangement [Text Block] | 12. STOCK COMPENSATION On June 19, 2020, the Company adopted 2020 Incentive and Non-statutory Stock Option Plan (the “2020 Plan”) by making 10,000,000 shares available to be issued to employees of the Company. At its discretion, the Company grants share option awards, nonvested share awards and nonvested share unit awards to certain employees, as defined by ASC 718, Compensation—Stock Compensation The Company granted stock options of total of 3,145,116 on June 22, 2020 and June 24, 2020 with an exercise price of $0.070 per share for shares issued on June 22, 2020 and $0.065 per share for shares issued on June 24, 2020 with full vesting after six months from the grant date. A summary of the status of the Company’s share option awards is presented below: Weighted- Average Weighted- Remaining Average Contractual Aggregate Exercise Life Intrinsic Shares Price (In Years) Value Outstanding at December 31, 2019 - $ - Granted 3,145,116 0.07 Forfeited or Expired - - Outstanding at June 30, 2020 3,145,116 $ 0.07 0.46 $ 220,158 Exercisable at June 30, 2020 - $ - - $ - Vested and Expected to Vest at June 30, 2020 112,835 $ 0.07 - $ - The aggregate intrinsic value represents the total pretax intrinsic value, based upon the Company’s most recent closing stock price of $0.07 as of June 30, 2020, which would have been received by the option holders had all option holders exercised their option awards as of that date. The fair value of each share option award on the date of grant is estimated using the Black-Scholes method based on the following weighted-average assumptions: 3 Months Ended 6 Months Ended June 30, 2020 June 30, 2019 June 30, 2020 June 30, 2019 Weighted average fair value of options granted $ 0.07 $ - $ 0.07 $ - Risk-free interest rate 0.29 % - 0.29 % - Expected term 5 years - 5 years - Expected volatility 289.33 % - 289.33 % - Expected dividend yield - - - - The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods corresponding with the expected term of the option award; the expected term represents the weighted-average period of time that option awards granted are expected to be outstanding giving consideration to vesting schedules and historical participant exercise behavior; the expected volatility is based upon historical volatility of the Company’s common stock; and the expected dividend yield is based upon the Company’s current dividend rate. As of June 30, 2020, there was $219,900 of total unrecognized compensation expense related to share option awards granted. That expense is expected to be recognized over a weighted-average period of six months. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 6 Months Ended |
Jun. 30, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | 13. RELATED PARTY TRANSACTIONS The Company had the following related party transactions: ● Related Party Employees and Employee Entity: Dan Nusinovich Liron Nusinovich Pop N Pay, LLC ● Related Party Entities: IPX Referral Payments, LLC – RB Capital America 2030 Capital Limited and Bentley Rothschild Capital Limited ● Kenneth Haller and the Haller Companies Kenneth Haller (“Haller”) became the Company’s Senior Vice President of Payment Systems in November 2018. The Company began working indirectly with Haller earlier in 2018, both individually and through our relationship with MTrac Tech Corporation (“MTrac”), which in turn has business relationships with Haller. Haller brings considerable advantages to the Company’s platform development and business development efforts and capabilities, including transactional business relations and a large network of agents, which the Company believes, are capable of processing $1 billion transactions annually (the “Haller Network”). The Haller Network is an amalgamation of the collective networks of Haller and three companies owned or majority-owned by Haller, which are Sky Financial & Intelligence, LLC (“Sky”), Charge Savvy, LLC, Cultivate, LLC (collectively, the “Haller Companies”), each of which has formalized business relationships with the Company, as well as with some of the Company’s partners, which the Company believes allows the Company to maximize and diversity the Company’s market penetration capabilities. Haller, through Sky, owns controlling interests in Charge Savvy, LLC and Cultivate, LLC, with whom we do business indirectly, through their respective business relationship with MTrac. We also do business directly with Cultivate LLC, through a three-party agreement, which includes us, MTrac and Cultivate. The following are certain transactions between the Company and the Haller Companies: o MTrac Agreement o Sky Financial & Intelligence, LLC § Charge Savvy, LLC § Cultivate, LLC o Haller Commissions o GreenBox, Cultivate and MTrac Agreement o Sky Mid o Verbal Agreement The Company did not pay any commissions to Charge Savvy or Cultivate for the three and six months ended June 30, 2020 and 2019. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | 14. COMMITMENTS AND CONTINGENCIES Legal Proceedings The Company has the following legal proceedings: ● MTrac, Global Payout, Inc. and Cultivate Technologies, LLC ● America 2030 Capital Limited and Bentley Rothschild Capital Limited ● RB Capital Partners, Inc. ● Dahan ● Withholding Suit ● The Good People Farms, LLC Operating Leases The Company entered into the following operating facility lases: ● Hyundai Rio Vista – On October 4, 2018, the Company entered into an operating facility lease for its corporate office located in San Diego with 38 months term and with option to renew. The lease started on October 4, 2018 and expires on October 3, 2021 For operating leases, we calculated right of use assets and lease liabilities based on the present value of the remaining lease payments as of the date of adoption using the incremental borrowing rate. The adoption of ASC 842 resulted in recording an adjustment to operating lease right of use asset and operating lease liabilities of $175,442 and $179,009 respectively, as of June 30, 2020. The difference between the operating lease ROU asset and operating lease liabilities at transition represented existing deferred rent expenses and tenant improvements, and indirect costs that was derecognized. The adoption of ASC 842 did not materially impact our results of operations, cash flows, or presentation thereof. In accordance with ASC 842, the components of lease expense were as follows: Three months ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 Amortization of right-of-use assets, net of liability amortization $ 115 $ 1,073 $ 229 $ 2,146 Operating lease expense 32,904 31,945 65,807 63,890 Total lease expense $ 33,018 $ 33,018 $ 66,036 $ 66,036 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | 15. SUBSEQUENT EVENTS The Company follows the guidance in FASB ASC Topic 855, Subsequent Events (“ASC 855”), which provides guidance to establish general standards of accounting for and disclosures of events that occur after the balance sheet date but before the consolidated financial statements are issued or are available to be issued. ASC 855 sets forth (i) the period after the balance sheet date during which management of a reporting entity evaluates events or transactions that may occur for potential recognition or disclosure in the consolidated financial statements, (ii) the circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in its consolidated financial statements, and (iii) the disclosures that an entity should make about events or transactions that occurred after the balance sheet date. Accordingly, the Company did not have any subsequent events that require disclosure other than the following: 1. The Company purchased the Canadian Money Service Business (MSB) MoltoPay for $70,000 in cash as asset purchase agreement. The transaction closed on August 3, 2020. 2. The Company elected to exercise an option to purchase a block of 6.0M shares from RB Capital as prescribed in the settlement agreement with RB from January 2020. As a result, the Company paid $810,000 (or $0.135/share) and the 6M shares block was canceled by the Company’s transfer agent. This transaction closed on July 31, 2020. The transaction was funded with bridge cash from one of the Company’s top executives. There was no cost to this bridge funding, however the company issued a 25,000 shares bonus to the same executive. That bridge has since been repaid. 3. In a related transaction, the Company accepted an investment of $810,000 from long term investors and issued 6M shares to them (reflecting $0.135 per share). These shares were allocated out of pool of shares the company registered in a recent S-8 filing. As of this time, there was no dilution to the common stock. This transaction closed on August 3, 2020. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 6 Months Ended |
Jun. 30, 2020 | |
Accounting Policies [Abstract] | |
Receivable [Policy Text Block] | Cash Due from Gateways and Payment Processing Liabilities The Company’s primary source of revenues continues to be payment processing services for its merchant clients. When such merchant makes a sale, the process of receiving the payment card information, engaging the banks for transferring the proceeds to the merchant’s account via digital gateways, and recording the transaction on a blockchain ledger are the activities for which the Company gets to collect fees. In 2019 the Company utilized several gateways. The gateways have strict guidelines pertaining to scheduling of the release of funds to merchants based on several criteria, such as return and chargeback history, associated risk for the specific business vertical, average transaction amount and so on. In order to mitigate processing risks, these policies determine reserve requirements and payment in arear strategy. While reserve and payment in arear restrictions are in effect for a merchant payout, the Company records gateway debt against these amounts until released. Therefore, the total gateway balances reflected in the Company’s books represent the amount owed to the Company for processing – these are funds from transactions processed and not yet distributed. |
Advertising Cost [Policy Text Block] | Advertising and Marketing Costs Advertising and marketing costs are recorded as general and administrative expenses when they are incurred. Advertising and marketing expenses were $15,384 and $12,603 for the three months ended June 30, 2020 and 2019, respectively, and $27,269 and $25,609 for the six months ended June 30, 2020 and 2019, respectively. |
Research and Development Expense, Policy [Policy Text Block] | Research and Development Costs Research and development costs, which are expensed as incurred, are primarily comprised of costs and expenses for salaries and benefits for research and development personnel, outsourced contract services, and supplies and materials costs. Research and development expenses were $267,686 and $600,264 for the three months ended June 30, 2020 and 2019, respectively, and $554,234 and $704,186 for the six months ended June 30, 2020 and 2019, respectively. |
Revenue [Policy Text Block] | Revenue Recognition Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers outlines the basic criteria that must be met to recognize revenue and provide guidance for presentation of revenue and for disclosure related to revenue recognition policies in financial statements filed with the Securities and Exchange Commission. Management believes the Company’s revenue recognition policies conform to ASC 606. The Company recognizes revenue when 1) it is realized or realizable and earned, 2) there is persuasive evidence of an arrangement, 3) delivery and performance has occurred, 4) there is a fixed or determinable sales price, and 5) collection is reasonably assured. The Company generates revenue from payment processing services, licensing fees and equipment sales. ● Payment processing revenue is based on a percentage of each transaction’s value and/or upon fixed amounts specified per each transaction or service and is recognized as such transactions or services are performed. ● Licensing revenue is paid in advance and is recorded as unearned income, which is amortized monthly over the period of the licensing agreement. ● Equipment revenue is generated from the sale of POS products, which is recognized when goods are shipped. |
Accounts Receivable [Policy Text Block] | Accounts Receivables from Fines and Fees from Merchants The fines and penalties charged to the Company’s merchants is a normal course of business and historically, the Company has had more than 90% collections success rate. These fees and penalties represent certain chargebacks which are at fault by the Company’s merchants and are imposed as the merchant agreement between the Company and the merchant. The Company has legal rights under the merchant agreement to claim the chargeback. These chargebacks, fees, and fines are earned and delivered because the Company has been “chargebacked” by the Gateways and the Company has legal rights under the agreement to claim this against the merchants. In end of Q3 2019, GreenBox received constructive notice of potential violations of its Terms of Service by a merchant, The Good People Farms (“TGPF”). An ongoing audit and investigation of this account resulted in the discovery of a number of violations GreenBox believes TGPF is responsible for, including but not limited to violations of VISA, Mastercard, and American Express’s rules. This investigation is ongoing, but initial results indicate that excessively high chargeback percentages are connected with fraudulent activity and / or transaction laundering. These issues lead to the implementation of aggressive bank reserves, stunting GreenBox’s ability to conduct business and contributed to undetermined consequential damages. GreenBox promptly terminated the merchant account and placed all processed funds on reserve. Although the investigation is ongoing, GreenBox estimates that the total amount of fees, fines, and chargebacks are currently $9,441,718. The Company has provided for an allowance for bad debt of $6,665,031 on the gross balance of $9,441,718 bringing to net balance of $2,789,230 which is included as accounts receivables from fines and penalties from merchants. To date, GreenBox has successfully recouped $840,739.33 (collected in 2019). The Company expects to recoup at minimum approximately $2.8M in fiscal year 2020. The Company may assess $100,000 per fraudulent transactions but the Company used $5,000 per transaction to calculate the fees and fines. The Company recorded net balance of $2,776,687 as other income in the statements of operations for the year ended December 31, 2019. |
Receivables, Trade and Other Accounts Receivable, Allowance for Doubtful Accounts, Policy [Policy Text Block] | Accounts Receivable and Allowance for Bad Debt The Company maintains an allowance for doubtful accounts for estimated losses from the inability of customers to make required payments. The allowance for doubtful accounts is evaluated periodically based on the aging of accounts receivable, the financial condition of customers and their payment history, historical write-off experience and other assumptions, such as current assessment of economic conditions. |
Property, Plant and Equipment, Policy [Policy Text Block] | Property and Equipment Property and equipment are stated at cost. Depreciation is computed primarily using the straight-line method over the estimated useful lives of the assets, which range from three to eight years. Leasehold improvements are amortized over the shorter of the useful life of the related assets or the lease term. Expenditures for repairs and maintenance are charged to expense as incurred. For assets sold or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts, and any related gain or loss is reflected in income for the period. |
Fair Value Measurement, Policy [Policy Text Block] | Fair Value of Financial Instruments The Company utilizes ASC 820-10, Fair Value Measurement and Disclosure, for valuing financial assets and liabilities measured on a recurring basis. Fair value is defined as the exit price, or the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. The guidance also establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs market participants would use in valuing the asset or liability and are developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the factors market participants would use in valuing the asset or liability. The guidance establishes three levels of inputs that may be used to measure fair value: Level 1. Observable inputs such as quoted prices in active markets; Level 2. Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and Level 3. Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. The Company’s financial instruments consisted of cash, accounts payable and accrued liabilities, advances to due to or from affiliated companies, notes payable to officers. The estimated fair value of cash, accounts payable and accrued liabilities, due to or from affiliated companies, and notes payable approximates its carrying amount due to the short maturity of these instruments. The table below describes the Company’s valuation of financial instruments using guidance from ASC 820-10: June 30, 2020 Level 1 Level 2 Level 3 Derivative liability $ - $ - $ - December 31, 2019 Level 1 Level 2 Level 3 Derivative liability $ - $ - $ 1,050,063 |
Income Tax, Policy [Policy Text Block] | Income Taxes Income taxes are accounted for under the asset and liability method. Deferred income taxes are recognized for temporary differences between the tax basis of assets and liabilities and their reported amounts in the financial statements, net of operating loss carry forwards and credits, by applying enacted statutory tax rates applicable to future years. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is not more likely than not that some portion or all of the deferred tax assets will be realized. Current income taxes are provided for in accordance with the laws of the relevant taxing authorities |
Impairment or Disposal of Long-Lived Assets, Including Intangible Assets, Policy [Policy Text Block] | Long-Lived Asset Impairments The Company reviews long-lived assets, including property and equipment and intangible assets, for impairment when events or changes in business conditions indicate that their carrying value may not be recovered, and at least annually. The Company considers assets to be impaired and writes them down to estimated fair value if expected associated undiscounted cash flows are less than the carrying amounts. Fair value is the present value of the associated cash flows. |
Earnings Per Share, Policy [Policy Text Block] | Earnings Per Share A basic earnings per share is computed by dividing net income to common stockholders by the weighted average number of shares outstanding for the year. Dilutive earnings per share include the effect of any potentially dilutive debt or equity under the treasury stock method, if including such instruments is dilutive. The Company’s diluted earnings/loss per share is the same as the basic earnings/loss per share for the three months ended March 31, 2020 and 2019, as there are no potential shares outstanding that would have a dilutive effect. |
Lessee, Leases [Policy Text Block] | Leases Prior to January 1, 2019, the Company accounted for leases under Accounting Standards Codification (ASC) 840, Accounting for Leases. Effective from January 1, 2019, the Company adopted the guidance of ASC 842, Leases, which requires an entity to recognize a right-of-use asset and a lease liability for virtually all leases On February 25, 2016, the FASB issued Accounting Standards Update No. 2016-02, Leases (Topic 842), to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing transactions. ASC 842 requires that lessees recognize right of use assets and lease liabilities calculated based on the present value of lease payments for all lease agreements with terms that are greater than twelve months. ASC 842 distinguishes leases as either a finance lease or an operating lease that affects how the leases are measured and presented in the statement of operations and statement of cash flows. ASC 842 supersedes nearly all existing lease accounting guidance under GAAP issued by the Financial Accounting Standards Board (“FASB”) including ASC Topic 840, Leases. For operating leases, we calculated right of use assets and lease liabilities based on the present value of the remaining lease payments as of the date of adoption using the IBR as of that date. |
New Accounting Pronouncements, Policy [Policy Text Block] | Recently Issued Accounting Updates In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842), which requires lessees to recognize on the balance sheet assets and liabilities for leases with lease terms of more than 12 months. Consistent with prior GAAP, the recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee will depend primarily on its classification as a finance or operating lease. However, unlike prior GAAP—which required only finance (formerly capital) leases to be recognized on the balance sheet—the new ASU requires both types of leases to be recognized on the balance sheet. The ASU took effect for public companies for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. This standard can be applied at the beginning of the earliest period presented using the modified retrospective approach, which includes certain practical expedients that an entity may elect to apply, including an election to use certain transition relief. In July 2018, the FASB issued ASU No. 2018-10, Codification Improvements to Topic 842, Leases and ASU No. 2018-11, Leases (Topic 842): Targeted Improvements, which make improvements to Accounting Standards Codification (“ASC”) 842 and allow entities to not restate comparative periods in transition to ASC 842 and instead report the comparative periods under ASC 840. The adoption of ASC 842 resulted in recording an adjustment to operating lease right of use assets and operating lease liabilities of liabilities of $307,531 and $309,677, respectively as of March 31, 2019. The difference between the operating lease ROU assets and operating lease liabilities at transition represented tenant improvements, and indirect costs that was derecognized. The adoption of ASC 842 did not materially impact our results of operations, cash flows, or presentation thereof. In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurements (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement. The standard removes, modifies, and adds certain disclosure requirements for fair value measurements. This pronouncement is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2019, with early adoption permitted. While the Company is currently in the process of evaluating the effects of this standard on the consolidated financial statements, the Company plans to adopt ASU No. 2018-13 in the first quarter of fiscal 2020, coinciding with the standard’s effective date, and expects the impact from this standard to be immaterial. In August 2018, the FASB issued ASU No. 2018-15, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract. This standard aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). The Company’s accounting for the service element of a hosting arrangement that is a service contract is not affected by the proposed amendments and will continue to be expensed as incurred in accordance with existing guidance. This standard does not expand on existing disclosure requirements except to require a description of the nature of hosting arrangements that are service contracts. This standard is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2019. Early adoption is permitted, including adoption in any interim period for which financial statements have not been issued. Entities can choose to adopt the new guidance prospectively or retrospectively. The Company plans to adopt the updated disclosure requirements of ASU No. 2018-15 prospectively in the first quarter of fiscal 2020, coinciding with the standard’s effective date, and expects the impact from this standard to be immaterial. Other recently issued accounting updates are not expected to have a material impact on the Company’s Interim Financial Statements. |
DESCRIPTION OF BUSINESS AND B_2
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Accounting Policies [Abstract] | |
Schedule of Cash and Cash Equivalents [Table Text Block] | June 30, 2020 December 31, 2019 Cash and cash equivalents $ - $ - Restricted cash 697,232 763,110 Total cash, cash equivalents, and restricted cash shown in the statements of cash flows $ 697,232 $ 763,110 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Accounting Policies [Abstract] | |
Schedule of Derivative Liabilities at Fair Value [Table Text Block] | The table below describes the Company’s valuation of financial instruments using guidance from ASC 820-10: June 30, 2020 Level 1 Level 2 Level 3 Derivative liability $ - $ - $ - December 31, 2019 Level 1 Level 2 Level 3 Derivative liability $ - $ - $ 1,050,063 |
SETTLEMENT PROCESSING (Tables)
SETTLEMENT PROCESSING (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Settlement Processing [Abstract] | |
Schedule of Settlement Processing [Table Text Block] | The table below shows the status of transaction settlements: June 30, 2020 December 31, 2019 Settlement Processing Assets: Cash held for settlements $ 697,232 $ 755,395 Cash due from gateways 3,276,151 3,073,183 Amount due from gateways and merchants – hold and fees 6,949,467 4,824,223 Chargeback allowances (1) - - Reserves (2) 2,021,491 5,353,661 Total before allowance for uncollectable 12,944,341 14,021,892 Allowance for uncollectable – hold and fees (6,949,467 ) (4,824,223 ) Cash held for settlement (697,232 ) (763,110 ) Total – settlement processing assets $ 5,297,642 $ 8,426,844 Settlement Processing Liabilities: Settlement liabilities to merchants 12,944,341 14,021,892 Settlement liabilities to ISOs - - Refund allowances (3) - - Totals $ 12,944,341 $ 14,021,892 (1) During 2018, the Company absorbed all chargeback costs as a cost of services provided – essentially a sales promotion tool to onboard customers in 2018. The Chargeback Allowance shown in the table above reflects our estimate of potential chargebacks that are likely to be realized in 2019, which are connected to sales transactions that occurred in 2018. The allowance decreases the amount that GreenBox is owed from the Gateways we use in our proprietary ecosystem. In 2019, the actual dollar amount of chargebacks will be reconciled with our allowance. (2) Reserves are essentially an escrow fund that protects a gateway/card issuer from financial losses. In the Reserve, funds are held until chargeback time limits expire. (3) The Refund Allowance shown in the table above reflects our estimate of potential refunds that may be realized in 2019, which are connected to sales transactions that occurred in 2018. The allowance decreases the amount that GreenBox owes to Merchants using the Company’s proprietary ecosystem. In 2019, the actual dollar amount of refunds with be reconciled with allowances. |
CASH DUE FROM GATEWAYS (Tables)
CASH DUE FROM GATEWAYS (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Disclosure Text Block Supplement [Abstract] | |
Schedule of Other Current Assets [Table Text Block] | Cash due from gateways consisted of the following: June 30, 2020 December 31, 2019 Cash due from Gateways $ 3,276,151 $ 3,073,183 Amount due from gateways and merchants – hold and fees 6,949,467 4,824,223 Reserves (2) 2,021,491 5,353,661 Total cash due from gateways 12,247,109 13,251,067 Chargeback Allowances (1) - - Allowance of uncollectable – hold and fees (6,949,467 ) (4,824,223 ) Total cash due from gateways, net $ 5,297,642 $ 8,426,844 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment [Table Text Block] | Property and equipment consisted of the following: June 30, 2020 December 31, 2019 Computers $ 46,200 $ 38,938 Furniture 40,320 37,339 Kiosks 6,472 12,750 Vehicles 4,578 4,578 Total property and equipment 97,570 93,605 Less: Accumulated depreciation (31,967 ) (27,114 ) Total property and equipment, net $ 65,603 $ 66,491 |
PAYMENT PROCESSING LIABILITIE_2
PAYMENT PROCESSING LIABILITIES, NET (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Other Liabilities and Financial Instruments Subject to Mandatory Redemption [Abstract] | |
Other Current Liabilities [Table Text Block] | Payment processing liabilities consisted of the following: June 30, 2020 December 31, 2019 Settlement liabilities to merchants $ 12,944,341 $ 14,021,892 Settlement liabilities to ISOs - - Total processing liabilities 12,944,341 14,021,892 Refund allowances - - Total payment processing liabilities $ 12,944,341 $ 14,021,892 |
CONVERTIBLE NOTES PAYABLE (Tabl
CONVERTIBLE NOTES PAYABLE (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Debt Disclosure [Abstract] | |
Convertible Debt [Table Text Block] | Convertible notes payable consisted of the following: June 30, 2020 December 31, 2019 March 11, 2019 ($500,000) $ 255,000 $ 500,000 November 26, 2018 ($200,000) - 200,000 March 15, 2018 ($300,00) - 107,500 Total convertible notes payable $ 255,000 $ 807,500 |
SHORT-TERM NOTES PAYABLE (Table
SHORT-TERM NOTES PAYABLE (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Short-term Debt [Table Text Block] | Short-term notes payable consisted of the following: June 30, 2020 December 31, 2019 December 10, 2019 ($260,000) $ - $ 213,671 December 9, 2019 ($200,000) - 160,000 November 12, 2019 ($400,000) 124,000 400,000 June 3, 2020 ($300,000) – 272,571 - June 9, 2020 ($150,000) 149,900 - April 29, 2020 ($272,713) – 272,713 - Total short-term notes payable $ 695,184 773,671 Debt discount (78,000 ) (32,418 ) Total short-term notes payable, net of debt discount $ 617,184 $ 741,253 |
DERIVATIVE LIABILITY (Tables)
DERIVATIVE LIABILITY (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Disclosure Text Block [Abstract] | |
Schedule of Derivative Instruments [Table Text Block] | Derivative liability consisted of the following: June 30, 2020 December 31, 2019 Beneficial conversion feature – convertible debt $ - $ 1,050,063 Total derivative liability $ - $ 1,050,063 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | The provision for income taxes differs from the amounts computed by applying the federal statutory tax rate of 21% to earnings before income taxes, as follows: Three and Six Months Ended June 30, 2020 2019 Book income at statutory rate 21.00 % 21.00 % Others 0 % -0.80 % Change in Valuation Allowance -21.00 % -20.14 % Effective income tax rate 0 % 0.06 % |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | Deferred tax assets and liabilities consist of the following tax-effected temporary differences: June 30, 2020 December 31, 2019 Deferred tax assets (liabilities): Charitable contributions $ - $ - Unearned revenue - - Depreciation - - Net operating loss carryforward 725,000 498,888 Total deferred tax assets, net 725,000 498,888 Valuation allowance (725,000 ) (498,888 ) Net deferred tax assets (liabilities) $ - $ - |
STOCK COMPENSATION (Tables)
STOCK COMPENSATION (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Share-based Payment Arrangement, Option, Activity [Table Text Block] | A summary of the status of the Company’s share option awards is presented below: Weighted- Average Weighted- Remaining Average Contractual Aggregate Exercise Life Intrinsic Shares Price (In Years) Value Outstanding at December 31, 2019 - $ - Granted 3,145,116 0.07 Forfeited or Expired - - Outstanding at June 30, 2020 3,145,116 $ 0.07 0.46 $ 220,158 Exercisable at June 30, 2020 - $ - - $ - Vested and Expected to Vest at June 30, 2020 112,835 $ 0.07 - $ - |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | The fair value of each share option award on the date of grant is estimated using the Black-Scholes method based on the following weighted-average assumptions: 3 Months Ended 6 Months Ended June 30, 2020 June 30, 2019 June 30, 2020 June 30, 2019 Weighted average fair value of options granted $ 0.07 $ - $ 0.07 $ - Risk-free interest rate 0.29 % - 0.29 % - Expected term 5 years - 5 years - Expected volatility 289.33 % - 289.33 % - Expected dividend yield - - - - |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Lease, Cost [Table Text Block] | In accordance with ASC 842, the components of lease expense were as follows: Three months ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 Amortization of right-of-use assets, net of liability amortization $ 115 $ 1,073 $ 229 $ 2,146 Operating lease expense 32,904 31,945 65,807 63,890 Total lease expense $ 33,018 $ 33,018 $ 66,036 $ 66,036 |
DESCRIPTION OF BUSINESS AND B_3
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | |
Accounting Policies [Abstract] | |||||
Net Income (Loss) Attributable to Parent | $ 4,942,302 | $ (1,342,544) | $ (299,538) | $ (2,643,539) | |
Retained Earnings (Accumulated Deficit) | (7,016,707) | (7,016,707) | $ (6,717,169) | ||
Cash and Cash Equivalents, at Carrying Value | $ 0 | $ 0 | $ 0 |
DESCRIPTION OF BUSINESS AND B_4
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION (Details) - Schedule of Cash and Cash Equivalents - USD ($) | Jun. 30, 2020 | Dec. 31, 2019 | Jun. 30, 2019 | Dec. 31, 2018 |
Schedule of Cash and Cash Equivalents [Abstract] | ||||
Cash and cash equivalents | $ 0 | $ 0 | ||
Restricted cash | 697,232 | 763,110 | ||
Total cash, cash equivalents, and restricted cash shown in the statements of cash flows | $ 697,232 | $ 763,110 | $ 1,995,949 | $ 284,978 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2019 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||||||
Marketing and Advertising Expense | $ 15,384 | $ 12,603 | $ 27,269 | $ 25,609 | |||
Research and Development Expense | 267,686 | $ 600,264 | 554,234 | $ 704,186 | |||
Accounts Receivable, before Allowance for Credit Loss | 9,441,718 | 9,441,718 | |||||
Accounts Receivable, Allowance for Credit Loss | 6,665,031 | 6,665,031 | $ 6,665,031 | ||||
Accounts and Financing Receivable, after Allowance for Credit Loss, Current | 2,789,230 | $ 2,789,230 | 2,776,687 | ||||
Proceeds, Accounts Receivable, Previously Written Off, Recovery | $ 2,000,000 | 840,739.33 | |||||
Receivable, Description of Fees and Fines | The Company may assess $100,000 per fraudulent transactions but the Company used $5,000 per transaction to calculate the fees and fines | ||||||
Operating Lease, Right-of-Use Asset | 175,442 | $ 175,442 | $ 229,639 | $ 307,531 | |||
Operating Lease, Liability | $ 179,009 | $ 179,009 | $ 309,677 | ||||
Minimum [Member] | |||||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||||||
Property, Plant and Equipment, Useful Life | 3 years | ||||||
Maximum [Member] | |||||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||||||
Property, Plant and Equipment, Useful Life | 8 years |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - Schedule of Derivative Liabilities at Fair Value - USD ($) | Jun. 30, 2020 | Dec. 31, 2019 |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - Schedule of Derivative Liabilities at Fair Value [Line Items] | ||
Derivative liability | $ 0 | $ 1,050,063 |
Fair Value, Inputs, Level 1 [Member] | ||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - Schedule of Derivative Liabilities at Fair Value [Line Items] | ||
Derivative liability | 0 | 0 |
Fair Value, Inputs, Level 2 [Member] | ||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - Schedule of Derivative Liabilities at Fair Value [Line Items] | ||
Derivative liability | $ 0 | $ 0 |
SETTLEMENT PROCESSING (Details)
SETTLEMENT PROCESSING (Details) - Schedule of Settlement Processing - USD ($) | Jun. 30, 2020 | Dec. 31, 2019 | |
Settlement Processing Assets: | |||
Cash held for settlements | $ 697,232 | $ 755,395 | |
Cash due from gateways | 3,276,151 | 3,073,183 | |
Amount due from gateways and merchants – hold and fees | 6,949,467 | 4,824,223 | |
Reserves | [1] | 2,021,491 | 5,353,661 |
Total before allowance for uncollectable | 12,944,341 | 14,021,892 | |
Allowance for uncollectable – hold and fees | (6,949,467) | (4,824,223) | |
Cash held for settlement | (697,232) | (763,110) | |
Total – settlement processing assets | 5,297,642 | 8,426,844 | |
Settlement Processing Liabilities: | |||
Settlement liabilities | 12,944,341 | 14,021,892 | |
Refund allowances | 0 | 0 | |
Totals | 12,944,341 | 14,021,892 | |
Settlement liabilities to merchants [Member] | |||
Settlement Processing Liabilities: | |||
Settlement liabilities | 12,944,341 | 14,021,892 | |
Settlement liabilities to ISOs [Member] | |||
Settlement Processing Liabilities: | |||
Settlement liabilities | $ 0 | $ 0 | |
[1] | Reserves are essentially an escrow fund that protects a gateway/card issuer from financial losses. In the Reserve, funds are held until chargeback time limits expire. |
CASH DUE FROM GATEWAYS (Details
CASH DUE FROM GATEWAYS (Details) - Schedule of Other Current Assets - USD ($) | Jun. 30, 2020 | Dec. 31, 2019 | |
Schedule of Other Current Assets [Abstract] | |||
Cash due from Gateways | $ 3,276,151 | $ 3,073,183 | |
Amount due from gateways and merchants – hold and fees | 6,949,467 | 4,824,223 | |
Reserves | [1] | 2,021,491 | 5,353,661 |
Total cash due from gateways | 12,247,109 | 13,251,067 | |
Allowance of uncollectable – hold and fees | (6,949,467) | (4,824,223) | |
Total cash due from gateways, net | $ 5,297,642 | $ 8,426,844 | |
[1] | Reserves are essentially an escrow fund that protects a gateway/card issuer from financial losses. In the Reserve, funds are held until chargeback time limits expire. |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation | $ 5,376 | $ 3,615 | $ 11,092 | $ 6,455 |
PROPERTY AND EQUIPMENT (Detai_2
PROPERTY AND EQUIPMENT (Details) - Schedule of Equipment - USD ($) | Jun. 30, 2020 | Dec. 31, 2019 |
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, gross | $ 97,570 | $ 93,605 |
Less: Accumulated Depreciation | (31,967) | (27,114) |
Total Fixed Assets (net) | 65,603 | 66,491 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, gross | 46,200 | 38,938 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, gross | 40,320 | 37,339 |
Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, gross | 6,472 | 12,750 |
Automobiles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, gross | $ 4,578 | $ 4,578 |
PAYMENT PROCESSING LIABILITIE_3
PAYMENT PROCESSING LIABILITIES, NET (Details) - Other Current Liabilities - USD ($) | Jun. 30, 2020 | Dec. 31, 2019 |
PAYMENT PROCESSING LIABILITIES, NET (Details) - Other Current Liabilities [Line Items] | ||
Settlement liabilities | $ 12,944,341 | $ 14,021,892 |
Refund allowances | 0 | 0 |
Total payment processing liabilities | 12,944,341 | 14,021,892 |
Settlement liabilities to merchants [Member] | ||
PAYMENT PROCESSING LIABILITIES, NET (Details) - Other Current Liabilities [Line Items] | ||
Settlement liabilities | 12,944,341 | 14,021,892 |
Settlement liabilities to ISOs [Member] | ||
PAYMENT PROCESSING LIABILITIES, NET (Details) - Other Current Liabilities [Line Items] | ||
Settlement liabilities | $ 0 | $ 0 |
CONVERTIBLE NOTES PAYABLE (Deta
CONVERTIBLE NOTES PAYABLE (Details) - USD ($) | Apr. 21, 2020 | Jan. 28, 2020 | Dec. 11, 2019 | Oct. 16, 2019 | Aug. 14, 2019 | Mar. 13, 2019 | Mar. 11, 2019 | Nov. 26, 2018 | Oct. 23, 2018 | Jun. 08, 2018 | Mar. 31, 2020 | Jun. 30, 2020 | Jun. 30, 2019 | Jan. 22, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Jul. 30, 2018 | Apr. 12, 2018 | Mar. 15, 2018 |
CONVERTIBLE NOTES PAYABLE (Details) [Line Items] | |||||||||||||||||||
Debt Instrument, Face Amount | $ 5,700,000 | ||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 5.85% | ||||||||||||||||||
Debt Instrument, Unamortized Discount | $ 78,000 | $ 32,418 | |||||||||||||||||
Proceeds from Convertible Debt | 0 | $ 482,500 | |||||||||||||||||
Stock Issued During Period, Shares, Other (in Shares) | 5,128,205 | ||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 150,000 | ||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 2,307,692 | ||||||||||||||||||
Repayments of Notes Payable | $ 823,074 | $ 0 | |||||||||||||||||
Convertible Debt [Member] | |||||||||||||||||||
CONVERTIBLE NOTES PAYABLE (Details) [Line Items] | |||||||||||||||||||
Debt Instrument, Face Amount | $ 300,000 | ||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | ||||||||||||||||||
Convertible Debt | $ 107,500 | ||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 7,500 | $ 185,000 | |||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 7,500,000 | 440,476 | 6,000,000 | ||||||||||||||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ 0.001 | ||||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Long-term Debt | $ 185,000 | ||||||||||||||||||
Interest Payable | $ 15,880 | ||||||||||||||||||
Repayments of Notes Payable | $ 126,092 | $ 50,000 | |||||||||||||||||
Vista $500K Note [Member] | |||||||||||||||||||
CONVERTIBLE NOTES PAYABLE (Details) [Line Items] | |||||||||||||||||||
Debt Instrument, Face Amount | $ 500,000 | ||||||||||||||||||
Debt Instrument, Maturity Date | Feb. 29, 2020 | Jan. 15, 2020 | Nov. 6, 2019 | Oct. 6, 2019 | |||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | ||||||||||||||||||
Debt Instrument, Unamortized Discount | $ 125,000 | ||||||||||||||||||
Proceeds from Convertible Debt | $ 375,000 | ||||||||||||||||||
Stock Issued During Period, Shares, Other (in Shares) | 25 | ||||||||||||||||||
Warrants and Rights Outstanding, Term | 4 years | ||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in Shares) | 125,000 | ||||||||||||||||||
Debt Instrument, Convertible, Terms of Conversion Feature | the conversion price shall become equal to a 65% of the lowest traded price for the Company’s common stock in the 25 consecutive trading days preceding the notice of conversion and the balance due shall be multiplied by 130% (the “Default Provision”) | ||||||||||||||||||
Convertible Debt | $ 482,856 | $ 487,858 | $ 464,625 | $ 634,213 | |||||||||||||||
Debt Instrument, Periodic Payment | 20,000 | $ 10,000 | |||||||||||||||||
Debt Instrument, Periodic Payment, Principal | $ 5,000 | ||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 100,000 | ||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 5,128,205 | ||||||||||||||||||
Vista $500K Note [Member] | Payment Due on June 19, 2020 [Member] | |||||||||||||||||||
CONVERTIBLE NOTES PAYABLE (Details) [Line Items] | |||||||||||||||||||
Debt Instrument, Periodic Payment | $ 225,000 | ||||||||||||||||||
Vista $500K Note [Member] | Payment Due July 19, 2020 [Member] | |||||||||||||||||||
CONVERTIBLE NOTES PAYABLE (Details) [Line Items] | |||||||||||||||||||
Debt Instrument, Periodic Payment | $ 225,000 | ||||||||||||||||||
RB Cap $200K Note [Member] | |||||||||||||||||||
CONVERTIBLE NOTES PAYABLE (Details) [Line Items] | |||||||||||||||||||
Debt Instrument, Face Amount | $ 200,000 | ||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | ||||||||||||||||||
Debt Instrument, Convertible, Terms of Conversion Feature | RB Cap may elect to convert the note at any time from six months from the date of issuance at a fixed price per share of $4.50. | ||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 6,000,000 |
CONVERTIBLE NOTES PAYABLE (De_2
CONVERTIBLE NOTES PAYABLE (Details) - Convertible Debt - Convertible Debt [Member] - USD ($) | Jun. 30, 2020 | Dec. 31, 2019 |
CONVERTIBLE NOTES PAYABLE (Details) - Convertible Debt [Line Items] | ||
Convertible notes payable | $ 255,000 | $ 807,500 |
Debt Date March 11, 2019 [Member] | ||
CONVERTIBLE NOTES PAYABLE (Details) - Convertible Debt [Line Items] | ||
Convertible notes payable | 255,000 | 500,000 |
Debt Date November 26, 2018 [Member] | ||
CONVERTIBLE NOTES PAYABLE (Details) - Convertible Debt [Line Items] | ||
Convertible notes payable | 0 | 200,000 |
Debt Date March 15, 2018 [Member] | ||
CONVERTIBLE NOTES PAYABLE (Details) - Convertible Debt [Line Items] | ||
Convertible notes payable | $ 0 | $ 107,500 |
CONVERTIBLE NOTES PAYABLE (De_3
CONVERTIBLE NOTES PAYABLE (Details) - Convertible Debt (Parentheticals) - Convertible Debt [Member] - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
Debt Date March 11, 2019 [Member] | ||
CONVERTIBLE NOTES PAYABLE (Details) - Convertible Debt (Parentheticals) [Line Items] | ||
Due | Oct. 6, 2019 | Oct. 6, 2019 |
Interest | 8.00% | 8.00% |
Principal | $ 500,000 | $ 500,000 |
Date | Mar. 11, 2019 | Mar. 11, 2019 |
Debt Date November 26, 2018 [Member] | ||
CONVERTIBLE NOTES PAYABLE (Details) - Convertible Debt (Parentheticals) [Line Items] | ||
Due | Nov. 26, 2019 | Nov. 26, 2019 |
Interest | 12.00% | 12.00% |
Principal | $ 200,000 | $ 200,000 |
Date | Nov. 26, 2018 | Nov. 26, 2018 |
Debt Date March 15, 2018 [Member] | ||
CONVERTIBLE NOTES PAYABLE (Details) - Convertible Debt (Parentheticals) [Line Items] | ||
Due | Mar. 15, 2019 | Mar. 15, 2019 |
Interest | 12.00% | 12.00% |
Principal | $ 300,000 | $ 300,000 |
Date | Mar. 15, 2018 | Mar. 15, 2018 |
SHORT-TERM NOTES PAYABLE (Detai
SHORT-TERM NOTES PAYABLE (Details) - USD ($) | Jun. 09, 2020 | Jun. 03, 2020 | Dec. 09, 2019 | Dec. 05, 2019 | Nov. 12, 2019 | Jun. 30, 2020 | Apr. 29, 2020 |
Fox Capital Group Secured Merchant Agreement [Member] | |||||||
SHORT-TERM NOTES PAYABLE (Details) [Line Items] | |||||||
Debt Instrument, Frequency of Periodic Payment | daily | daily | |||||
Debt Instrument, Periodic Payment | $ 4,073 | $ 4,073 | |||||
Notes Payable | 260,000 | ||||||
Debt Instrument, Fee Amount | 26,000 | ||||||
Proceeds from Short-term Debt | 234,000 | ||||||
Debt Instrument, Increase, Accrued Interest | $ 106,000 | $ 106,000 | |||||
Debt Instrument, Term | 4 months | ||||||
Complete Business Solutions Sale of Future Receivables [Member] | |||||||
SHORT-TERM NOTES PAYABLE (Details) [Line Items] | |||||||
Debt Instrument, Frequency of Periodic Payment | weekly | weekly | |||||
Debt Instrument, Periodic Payment | $ 16,000 | $ 16,000 | |||||
Notes Payable | 200,000 | ||||||
Debt Instrument, Fee Amount | 35 | ||||||
Proceeds from Short-term Debt | 199,965 | ||||||
Debt Instrument, Increase, Accrued Interest | $ 40,000 | $ 40,000 | |||||
Debt Instrument, Term | 4 months | ||||||
West Coast Purchase Agreement [Member] | |||||||
SHORT-TERM NOTES PAYABLE (Details) [Line Items] | |||||||
Debt Instrument, Frequency of Periodic Payment | daily | daily | |||||
Debt Instrument, Periodic Payment | $ 5,960 | $ 5,960 | |||||
Notes Payable | 400,000 | ||||||
Debt Instrument, Fee Amount | 16,000 | ||||||
Proceeds from Short-term Debt | 384,000 | ||||||
Debt Instrument, Increase, Accrued Interest | $ 196,000 | $ 196,000 | |||||
Debt Instrument, Term | 4 months | ||||||
Itria Ventures [Member] | |||||||
SHORT-TERM NOTES PAYABLE (Details) [Line Items] | |||||||
Debt Instrument, Frequency of Periodic Payment | weekly | ||||||
Debt Instrument, Periodic Payment | $ 13,714 | $ 13,714 | |||||
Debt Instrument, Fee Amount | $ 300,000 | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 4.09% | ||||||
SBA CARES Act Loan [Member] | |||||||
SHORT-TERM NOTES PAYABLE (Details) [Line Items] | |||||||
Debt Instrument, Frequency of Periodic Payment | monthly | ||||||
Debt Instrument, Periodic Payment | $ 731 | $ 731 | |||||
Debt Instrument, Fee Amount | $ 150,000 | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 3.75% | 3.75% | |||||
Preferred Bank [Member] | |||||||
SHORT-TERM NOTES PAYABLE (Details) [Line Items] | |||||||
Debt Instrument, Fee Amount | $ 272,713 | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 1.00% | 1.00% | |||||
Future Incoming Cash Flow from GreenBox Business [Member] | Fox Capital Group Secured Merchant Agreement [Member] | |||||||
SHORT-TERM NOTES PAYABLE (Details) [Line Items] | |||||||
Debt Instrument, Collateral Amount | $ 366,000 | ||||||
Future Incoming Cash Flow from GreenBox Business [Member] | Complete Business Solutions Sale of Future Receivables [Member] | |||||||
SHORT-TERM NOTES PAYABLE (Details) [Line Items] | |||||||
Debt Instrument, Collateral Amount | $ 240,000 | ||||||
Future Incoming Cash Flow from GreenBox Business [Member] | West Coast Purchase Agreement [Member] | |||||||
SHORT-TERM NOTES PAYABLE (Details) [Line Items] | |||||||
Debt Instrument, Collateral Amount | $ 596,000 |
SHORT-TERM NOTES PAYABLE (Det_2
SHORT-TERM NOTES PAYABLE (Details) - Schedule of Short-term Debt - USD ($) | Jun. 30, 2020 | Dec. 31, 2019 |
Short-term Debt [Line Items] | ||
Short-Term Notes Payable | $ 695,184 | $ 773,671 |
Debt discount | (78,000) | (32,418) |
Total short-term notes payable, net of debt discount | 617,184 | 741,253 |
Fox Capital Group Secured Merchant Agreement [Member] | ||
Short-term Debt [Line Items] | ||
Short-Term Notes Payable | 0 | 213,671 |
Complete Business Solutions Sale of Future Receivables [Member] | ||
Short-term Debt [Line Items] | ||
Short-Term Notes Payable | 0 | 160,000 |
West Coast Purchase Agreement [Member] | ||
Short-term Debt [Line Items] | ||
Short-Term Notes Payable | 124,000 | 400,000 |
Itria Ventures [Member] | ||
Short-term Debt [Line Items] | ||
Short-Term Notes Payable | 272,571 | 0 |
SBA CARES Act Loan [Member] | ||
Short-term Debt [Line Items] | ||
Short-Term Notes Payable | 149,900 | 0 |
Preferred Bank [Member] | ||
Short-term Debt [Line Items] | ||
Short-Term Notes Payable | $ 272,713 | $ 0 |
SHORT-TERM NOTES PAYABLE (Det_3
SHORT-TERM NOTES PAYABLE (Details) - Schedule of Short-term Debt (Parentheticals) - USD ($) | Jun. 09, 2020 | Jun. 03, 2020 | Dec. 09, 2019 | Dec. 05, 2019 | Nov. 12, 2019 | Jun. 30, 2020 | Apr. 29, 2020 |
Fox Capital Group Secured Merchant Agreement [Member] | |||||||
Short-term Debt [Line Items] | |||||||
Installments | $ 4,073 | $ 4,073 | |||||
Installments | daily | daily | |||||
Total | $ 260,000 | ||||||
Interest Charge | $ 106,000 | 106,000 | |||||
Totaling | 366,000 | ||||||
Complete Business Solutions Sale of Future Receivables [Member] | |||||||
Short-term Debt [Line Items] | |||||||
Installments | $ 16,000 | $ 16,000 | |||||
Installments | weekly | weekly | |||||
Total | $ 200,000 | ||||||
Interest Charge | $ 40,000 | 40,000 | |||||
Totaling | 240,000 | ||||||
West Coast Purchase Agreement [Member] | |||||||
Short-term Debt [Line Items] | |||||||
Installments | $ 5,960 | $ 5,960 | |||||
Installments | daily | daily | |||||
Total | $ 400,000 | ||||||
Interest Charge | $ 196,000 | 196,000 | |||||
Totaling | 596,000 | ||||||
Itria Ventures [Member] | |||||||
Short-term Debt [Line Items] | |||||||
Installments | $ 13,714 | $ 13,714 | |||||
Installments | weekly | ||||||
Total | $ 300,000 | ||||||
Interest rate | 4.09% | ||||||
SBA CARES Act Loan [Member] | |||||||
Short-term Debt [Line Items] | |||||||
Installments | $ 731 | $ 731 | |||||
Installments | monthly | ||||||
Total | $ 150,000 | ||||||
Interest rate | 3.75% | 3.75% | |||||
Preferred Bank [Member] | |||||||
Short-term Debt [Line Items] | |||||||
Total | $ 272,713 | ||||||
Interest rate | 1.00% | 1.00% | |||||
Maturity date | Apr. 29, 2022 |
DERIVATIVE LIABILITY (Details)
DERIVATIVE LIABILITY (Details) - Convertible Debt [Member] | Mar. 11, 2019USD ($)shares |
DERIVATIVE LIABILITY (Details) [Line Items] | |
Debt Instrument, Face Amount | $ 500,000 |
Debt Instrument, Maturity Date | Oct. 6, 2019 |
Debt Instrument, Interest Rate, Stated Percentage | 8.00% |
Debt Instrument, Unamortized Discount | $ 125,000 |
Proceeds from Convertible Debt | $ 375,000 |
Stock Issued During Period, Shares, Other (in Shares) | shares | 25 |
Warrants and Rights Outstanding, Term | 4 years |
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in Shares) | shares | 125,000 |
Debt Instrument, Convertible, Terms of Conversion Feature | the conversion price shall become equal to a 65% of the lowest traded price for the Company’s common stock in the 25 consecutive trading days preceding the notice of conversion and the balance due shall be multiplied by 130% (the “Default Provision”) |
DERIVATIVE LIABILITY (Details)
DERIVATIVE LIABILITY (Details) - Schedule of Derivative Instruments - USD ($) | Jun. 30, 2020 | Dec. 31, 2019 |
Schedule of Derivative Instruments [Abstract] | ||
Beneficial conversion feature – convertible debt | $ 0 | $ 1,050,063 |
Total derivative liability | $ 0 | $ 1,050,063 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) $ in Millions | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 21.00% | 21.00% | 21.00% |
Deferred Tax Assets, Operating Loss Carryforwards, State and Local | $ 3.5 | ||
Deferred Tax Assets, Operating Loss Carryforwards, Not Subject to Expiration | $ 3.5 |
INCOME TAXES (Details) - Sched
INCOME TAXES (Details) - Schedule of Effective Income Tax Rate Reconciliation | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Schedule of Effective Income Tax Rate Reconciliation [Abstract] | |||
Book income at statutory rate | 21.00% | 21.00% | 21.00% |
Others | 0.00% | (0.80%) | |
Change in Valuation Allowance | (21.00%) | (20.14%) | |
Effective income tax rate | 0.00% | 0.06% |
INCOME TAXES (Details) - Sch_2
INCOME TAXES (Details) - Schedule of Deferred Tax Assets and Liabilities - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
Deferred tax assets (liabilities): | ||
Charitable Contributions | $ 0 | $ 0 |
Unearned Revenue | 0 | 0 |
Depreciation | 0 | 0 |
Net Operating Loss Carryforward | 725,000 | 498,888 |
Net deferred tax assets before valuation allowance | 725,000 | 498,888 |
Valuation Allowance | (725,000) | (498,888) |
Net deferred tax assets (liabilities) | $ 0 | $ 0 |
EQUITY TRANSACTIONS (Details)
EQUITY TRANSACTIONS (Details) | Aug. 14, 2019USD ($)shares | Jun. 18, 2019$ / sharesshares | May 10, 2019shares | Jan. 04, 2019shares | Dec. 27, 2018USD ($)shares |
EQUITY TRANSACTIONS (Details) [Line Items] | |||||
Stock Issued During Period, Shares, Issued for Services | 10,000 | ||||
Shares Issued, Shares, Share-based Payment Arrangement, after Forfeiture | 850,000 | ||||
Number of Employees | 9 | ||||
Shares Issued, Price Per Share (in Dollars per share) | $ / shares | $ 0.10 | ||||
Debt Conversion, Converted Instrument, Shares Issued | 2,307,692 | ||||
Debt Conversion, Original Debt, Amount (in Dollars) | $ | $ 150,000 | ||||
Debt Discount Rate on Shares | 50.00% | ||||
Stock Issued During Period, Shares, New Issues | 1,085,000 | 1,000,000 | |||
Stock Issued During Period, Value, New Issues (in Dollars) | $ | $ 150,000 | ||||
Stock Issued for Services #1 [Member] | |||||
EQUITY TRANSACTIONS (Details) [Line Items] | |||||
Stock Issued During Period, Shares, Issued for Services | 50,000 | ||||
Stock Issued for Services #2 [Member] | |||||
EQUITY TRANSACTIONS (Details) [Line Items] | |||||
Stock Issued During Period, Shares, Issued for Services | 35,000 |
STOCK COMPENSATION (Details)
STOCK COMPENSATION (Details) - USD ($) | Jun. 24, 2020 | Jun. 22, 2020 | Jun. 30, 2020 | Jun. 19, 2020 |
Share-based Payment Arrangement [Abstract] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant (in Shares) | 10,000,000 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross (in Shares) | 3,145,116 | |||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 0.065 | $ 0.070 | $ 0.07 | |
Share Price | $ 0.07 | |||
Share-based Payment Arrangement, Nonvested Award, Option, Cost Not yet Recognized, Amount (in Dollars) | $ 219,900 |
STOCK COMPENSATION (Details) -
STOCK COMPENSATION (Details) - Share-based Payment Arrangement, Option, Activity - USD ($) | Jun. 24, 2020 | Jun. 22, 2020 | Jun. 30, 2020 |
Share-based Payment Arrangement, Option, Activity [Abstract] | |||
Outstanding, shares | 0 | ||
Outstanding, Weighted-Average Exercise Price | $ 0 | ||
Outstanding, Weighted-Average Remaining Contractual Life | 167 days | ||
Outstanding, Aggregate Intrinsic Value | $ 220,158 | ||
Exercisable, shares | 0 | ||
Exercisable, Weighted-Average Exercise Price | $ 0 | ||
Vested and Expected to Vest, shares | 112,835 | ||
Vested and Expected to Vest, Weighted-Average Exercise Price | $ 0.07 | ||
Granted, shares | 3,145,116 | ||
Granted, Weighted-Average Exercise Price | $ 0.065 | $ 0.070 | $ 0.07 |
Forfeited or Expired, shares | 0 | ||
Forfeited or Expired, Weighted-Average Exercise Price | $ 0 | ||
Outstanding, shares | 3,145,116 | ||
Outstanding, Weighted-Average Exercise Price | $ 0.07 |
STOCK COMPENSATION (Details) _2
STOCK COMPENSATION (Details) - Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions - $ / shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Abstract] | ||||
Weighted average fair value of options granted (in Dollars per share) | $ 0.07 | $ 0 | $ 0.07 | $ 0 |
Risk-free interest rate | 0.29% | 0.00% | 0.29% | 0.00% |
Expected term | 5 years | 0 years | 5 years | 0 years |
Expected volatility | 289.33% | 0.00% | 289.33% | 0.00% |
Expected dividend yield | 0.00% | 0.00% | 0.00% | 0.00% |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - USD ($) | Apr. 21, 2020 | Jun. 18, 2019 | Aug. 01, 2018 | Jul. 30, 2018 | Feb. 19, 2018 | Nov. 30, 2018 | Oct. 31, 2018 | Aug. 31, 2018 | Jul. 31, 2018 | Jun. 30, 2018 | Jan. 31, 2018 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Nov. 26, 2018 | Aug. 20, 2018 |
RELATED PARTY TRANSACTIONS (Details) [Line Items] | ||||||||||||||||
Commission, Percentage | 10.00% | |||||||||||||||
Shares Issued, Shares, Share-based Payment Arrangement, after Forfeiture (in Shares) | 850,000 | |||||||||||||||
Equity Method Investment, Ownership Percentage | 100.00% | |||||||||||||||
Stock Issued During Period, Shares, Other (in Shares) | 5,128,205 | |||||||||||||||
Debt Instrument, Face Amount | $ 5,700,000 | |||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 5.85% | |||||||||||||||
Debt Instrument, Term | 10 years | |||||||||||||||
Debt Instrument, Collateral | 1,600,000 | |||||||||||||||
Debt Instrument, Collateral Amount | $ 2,144,000 | |||||||||||||||
PrivCo [Member] | ||||||||||||||||
RELATED PARTY TRANSACTIONS (Details) [Line Items] | ||||||||||||||||
Noncontrolling Interest, Ownership Percentage by Parent | 4.00% | |||||||||||||||
Monthly Consulting Fee [Member] | ||||||||||||||||
RELATED PARTY TRANSACTIONS (Details) [Line Items] | ||||||||||||||||
Related Party Transaction, Amounts of Transaction | $ 10,000 | |||||||||||||||
Development and Testing Manger [Member] | ||||||||||||||||
RELATED PARTY TRANSACTIONS (Details) [Line Items] | ||||||||||||||||
Shares Issued, Shares, Share-based Payment Arrangement, after Forfeiture (in Shares) | 160,000 | |||||||||||||||
Shares Issued, Value, Share-based Payment Arrangement, after Forfeiture | $ 16,000 | |||||||||||||||
Salary and Wage, NonOfficer, Excluding Cost of Good and Service Sold | $ 96,000 | |||||||||||||||
Risk Analyst [Member] | ||||||||||||||||
RELATED PARTY TRANSACTIONS (Details) [Line Items] | ||||||||||||||||
Shares Issued, Shares, Share-based Payment Arrangement, after Forfeiture (in Shares) | 110,000 | |||||||||||||||
Shares Issued, Value, Share-based Payment Arrangement, after Forfeiture | $ 11,000 | |||||||||||||||
Salary and Wage, NonOfficer, Excluding Cost of Good and Service Sold | $ 92,000 | |||||||||||||||
Affiliated Entity [Member] | ||||||||||||||||
RELATED PARTY TRANSACTIONS (Details) [Line Items] | ||||||||||||||||
Equity Method Investment, Ownership Percentage | 100.00% | |||||||||||||||
Related Party Transaction, Amounts of Transaction | 55,365 | $ 3,000 | ||||||||||||||
Stock Issued During Period, Shares, Other (in Shares) | 6,000,000 | |||||||||||||||
Debt Instrument, Face Amount | $ 300,000 | $ 200,000 | ||||||||||||||
Affiliated Entity [Member] | Consulting Fees [Member] | ||||||||||||||||
RELATED PARTY TRANSACTIONS (Details) [Line Items] | ||||||||||||||||
Related Party Transaction, Amounts of Transaction | 30,000 | $ 1,830 | ||||||||||||||
Affiliated Entity [Member] | Travel and Relocation Expense Reimbursement [Member] | ||||||||||||||||
RELATED PARTY TRANSACTIONS (Details) [Line Items] | ||||||||||||||||
Related Party Transaction, Amounts of Transaction | $ 23,365 | |||||||||||||||
Employee [Member] | ||||||||||||||||
RELATED PARTY TRANSACTIONS (Details) [Line Items] | ||||||||||||||||
Related Party Transaction, Description of Transaction | Pouya Moghavem, an employee since August 1, 2018, owns 25% of IPX Referral Payments, LLC (“IPX”). In addition to the $5,000 monthly salary we pay Moghavem, the Company entered into a Referral Agreement with IPX wherein the Company agreed to compensate IPX for referrals, which subsequently become the Company’s customer. For the three months ended March 31, 2019 and 2018, IPX did not earn any commissions. Additionally, in or about October 2018, IPX provided GreenBox with a merchant trust account in Mexico through Affinitas Bank, one of the Gateways that process payment transactions on the Company’s behalf. The Company did not pay IPX for this service, however, IPX reported that Affinitas paid IPX approximately $1,830. | |||||||||||||||
Officer [Member] | Haller Commissions [Member] | ||||||||||||||||
RELATED PARTY TRANSACTIONS (Details) [Line Items] | ||||||||||||||||
Related Party Transaction, Amounts of Transaction | $ 321 | $ 8,396 | $ 210 | |||||||||||||
Management [Member] | ||||||||||||||||
RELATED PARTY TRANSACTIONS (Details) [Line Items] | ||||||||||||||||
Other Commitments, Description | As part of Haller’s remuneration, the Company and Haller have a verbal agreement for Haller to be issued approximately 14 to 18 million shares of the Company’s stock. While a formalized remuneration agreement has not yet been executed as of February 3, 2020, the Company does not foresee the issuance to be dilutive, as PrivCo will likely surrender an equal number of shares to PubCo, as a means of compensating PubCo for the issuance. | |||||||||||||||
Charge Savvy [Member] | ||||||||||||||||
RELATED PARTY TRANSACTIONS (Details) [Line Items] | ||||||||||||||||
Related Party Transaction, Description of Transaction | Sky owns 68.4% of Charge Savvy, LLC (“Charge Savvy”), an Illinois limited liability company. Haller serves as one of three Managing Members of Charge Savvy, along with Higher Ground Capital, LLC (owns 14%), and Jeff Nickel (owns 17.4%). It is through Charge Savvy, that the Haller Network is most visible as part of our operations, as Charge Savvy is the ISO through which revenue generated from Haller Network Agents is processed, under a contract between Sky and MTrac, who in turn, has a contract with us. The three managing members of Charge Savvy own the same percentages of Cultivate (see below), as they do Charge Savvy. | |||||||||||||||
Cultivate [Member] | ||||||||||||||||
RELATED PARTY TRANSACTIONS (Details) [Line Items] | ||||||||||||||||
Related Party Transaction, Description of Transaction | Sky owns 68.4% of Cultivate, LLC (“Cultivate”), an Illinois limited liability company, and serves as one of three Managing Members, along with Higher Ground Capital, LLC (owns 14%), and Jeff Nickel (owns 17.4%). When Cultivate was first formed, it was the licensor of certain proprietary point of sale software, retail point of sale operations, and complementary support of Cultivate’s software and related hardware for on-site credit and debit card processing. Subsequently, Cultivate the entity became exclusively a software provider, ceasing all service and support operations. Eventually certain beneficial aspects of the Cultivate software functionality were integrated into QuickCard, then upgraded and replaced with certain updates. |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Details) - USD ($) | Oct. 31, 2018 | Jun. 30, 2020 | Dec. 31, 2019 | Mar. 31, 2019 |
Commitments and Contingencies Disclosure [Abstract] | ||||
Loss Contingency, Damages Sought | On or about October 31, 2018, Nisan and Errez received constitutive notice, regarding arbitration against Nisan, Errez, PrivCo and possibly PubCo, from Bentley Rothschild Capital Limited ("Bentley") and America 2030 Capital Limited (“America 2030”), both located in Nevis, West Indies, and both claiming breach of contract by Nisan and Errez of Nisan and Errez’s respective individual Master Loan Agreements (see Note 7 – Related Party Transactions above) and seeking forfeiture of 1,600,000 PubCo shares that PrivCo had transferred, on or about August 1, 2018, from PrivCo’s Control Shares under the terms of the MLAs. | |||
Operating Lease, Right-of-Use Asset | $ 175,442 | $ 229,639 | $ 307,531 | |
Operating Lease, Liability | $ 179,009 | $ 309,677 |
COMMITMENTS AND CONTINGENCIES_3
COMMITMENTS AND CONTINGENCIES (Details) - Lease, Cost - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Lease, Cost [Abstract] | ||||
Amortization of right-of-use assets, net of liability amortization | $ 115 | $ 1,073 | $ 229 | $ 2,146 |
Operating lease expense – Hyundai Rio Vista | 32,904 | 31,945 | 65,807 | 63,890 |
Total lease expense | $ 33,018 | $ 33,018 | $ 66,036 | $ 66,036 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - Subsequent Event [Member] | Aug. 03, 2020USD ($)$ / sharesshares |
SUBSEQUENT EVENTS (Details) [Line Items] | |
Shares Issued, Shares, Share-based Payment Arrangement, after Forfeiture | shares | 25,000 |
Proceeds from Issuance or Sale of Equity | $ | $ 810,000 |
Canadian Money Service Business (MSB) [Member] | |
SUBSEQUENT EVENTS (Details) [Line Items] | |
Payments to Acquire Businesses, Gross | $ | $ 70,000 |
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | shares | 810,000 |
Shares Issued, Price Per Share | $ / shares | $ 0.135 |