Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2019 | Aug. 10, 2019 | |
Document and Entity Information [Abstract] | ||
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2019 | |
Entity Registrant Name | PLEDGE PETROLEUM CORP | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 484,256,464 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q2 | |
Entity Central Index Key | 0001434110 | |
Amendment Flag | false | |
Trading Symbol | PROP |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash | $ 5,784 | $ 21,140 |
Prepaid expenses | 14,575 | 11,270 |
Prepaid stock compensation - related party | 83,333 | 133,333 |
Total current assets | 103,692 | 165,743 |
Plant and equipment, net | 2,233 | 3,885 |
Deposits | 0 | 1,750 |
Total assets | 105,925 | 171,378 |
Current liabilities: | ||
Accounts payable | 321,002 | 81,097 |
Accrued expenses and other payables | 1,358 | 11,521 |
Accrued interest | 4,763 | |
Derivative liability | 273,105 | 0 |
Convertible note payable, net of discount of $108,091 | 47,909 | 0 |
Due to related parties | 137,500 | 5,890 |
Loan payable - related party | 5,000 | 5,000 |
Total current liabilities | 790,637 | 103,508 |
Total liabilities | 790,637 | 103,508 |
Commitments and contingencies (Note 9) | ||
Stockholders' (Deficit) Equity: | ||
Common stock, $0.001 par value; 500,000,000 shares authorized, 484,256,464 shares issued and outstanding | 484,257 | 484,257 |
Accumulated deficit | (1,169,009) | (416,427) |
Total stockholders' (deficit) equity | (684,712) | 67,870 |
Total Liabilities and Stockholders' (Deficit) Equity | 105,925 | 171,378 |
Series A Convertible Preferred stock [Member] | ||
Stockholders' (Deficit) Equity: | ||
Preferred Stock Value | 0 | 0 |
Total stockholders' (deficit) equity | 0 | 0 |
Series B Convertible Preferred Stock [Member] | ||
Stockholders' (Deficit) Equity: | ||
Preferred Stock Value | 40 | 40 |
Total stockholders' (deficit) equity | 40 | 40 |
Series C Convertible Preferred Stock [Member] | ||
Stockholders' (Deficit) Equity: | ||
Preferred Stock Value | 0 | 0 |
Total stockholders' (deficit) equity | $ 0 | $ 0 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | 6 Months Ended | |
Jun. 30, 2019 | Dec. 31, 2018 | |
Amortization of Debt Issuance Costs and Discounts | $ 108,091 | |
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Common Stock, Shares Authorized | 500,000,000 | 500,000,000 |
Common Stock, Shares, Issued | 484,256,464 | 484,256,464 |
Common Stock, Shares, Outstanding | 484,256,464 | 484,256,464 |
Series A Convertible Preferred stock [Member] | ||
Preferred Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 |
Preferred Stock Shares Designated | 5,000,000 | 5,000,000 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Series B Convertible Preferred Stock [Member] | ||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Preferred Stock Shares Designated | 500,000 | 500,000 |
Preferred Stock, Shares Issued | 40,000 | 40,000 |
Preferred Stock, Shares Outstanding | 40,000 | 40,000 |
Series C Convertible Preferred Stock [Member] | ||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Preferred Stock Shares Designated | 4,500,000 | 4,500,000 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS - USD ($) | 3 Months Ended | 6 Months Ended |
Jun. 30, 2019 | Jun. 30, 2019 | |
Expenses: | ||
Professional fees | $ 51,258 | $ 82,258 |
Directors fees | 90,000 | 180,000 |
Compensation - related party | 15,000 | 30,000 |
Non-cash stock compensation - related party | 25,000 | 50,000 |
General and administrative | 97,542 | 235,271 |
Total expenses | 278,800 | 577,529 |
Loss from operations | (278,800) | (577,529) |
Other income (expense): | ||
Interest expense | (8,120) | (10,039) |
Debt discount amortization | (28,438) | (47,909) |
Change in the fair value of convertible debt | 4,005 | 201,158 |
Loss on issuance of convertible debt | (42,143) | (318,263) |
Total other expense, net | (74,696) | (175,053) |
Loss before Provision for Income Taxes | (353,496) | (752,582) |
Provision for Income Taxes | 0 | 0 |
Net Loss | (353,496) | (752,582) |
Undeclared Series B and Series C Preferred stock dividends | (7,978) | (15,869) |
Net loss available to common stockholders | $ (361,474) | $ (768,451) |
Net Loss Per Share - Basic and Diluted | $ 0 | $ 0 |
Weighted Average Number of Shares Outstanding - Basic and Diluted | 484,256,464 | 484,256,464 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT - USD ($) | Common Stock [Member] | Accumulated Deficit [Member] | Series A Convertible Preferred stock [Member] | Series B Convertible Preferred Stock [Member] | Series C Convertible Preferred Stock [Member] | Total |
Balance at Dec. 31, 2018 | $ 484,257 | $ (416,427) | $ 0 | $ 40 | $ 0 | $ 67,870 |
Balance (in shares) at Dec. 31, 2018 | 484,256,464 | 0 | 40,000 | 0 | ||
Net loss | $ 0 | (399,086) | $ 0 | $ 0 | $ 0 | (399,086) |
Balance at Mar. 31, 2019 | $ 484,257 | (815,513) | $ 0 | $ 40 | $ 0 | (331,216) |
Balance (in shares) at Mar. 31, 2019 | 484,256,464 | 0 | 40,000 | 0 | ||
Balance at Dec. 31, 2018 | $ 484,257 | (416,427) | $ 0 | $ 40 | $ 0 | 67,870 |
Balance (in shares) at Dec. 31, 2018 | 484,256,464 | 0 | 40,000 | 0 | ||
Net loss | (752,582) | |||||
Balance at Jun. 30, 2019 | $ 484,257 | (1,169,009) | $ 0 | $ 40 | $ 0 | (684,712) |
Balance (in shares) at Jun. 30, 2019 | 484,256,464 | 0 | 40,000 | 0 | ||
Balance at Mar. 31, 2019 | $ 484,257 | (815,513) | $ 0 | $ 40 | $ 0 | (331,216) |
Balance (in shares) at Mar. 31, 2019 | 484,256,464 | 0 | 40,000 | 0 | ||
Net loss | $ 0 | (353,496) | $ 0 | $ 0 | $ 0 | (353,496) |
Balance at Jun. 30, 2019 | $ 484,257 | $ (1,169,009) | $ 0 | $ 40 | $ 0 | $ (684,712) |
Balance (in shares) at Jun. 30, 2019 | 484,256,464 | 0 | 40,000 | 0 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS | 6 Months Ended |
Jun. 30, 2019USD ($) | |
Cash flow from operating activities: | |
Net Loss | $ (752,582) |
Adjustments to reconcile net loss to net cash used in operating activities: | |
Depreciation | 1,651 |
Stock based compensation - related party | 50,000 |
Debt discount amortization | 47,909 |
Change in the fair value of convertible debt | (201,158) |
Loss on issuance of convertible debt | 318,263 |
Changes in operating assets and liabilities: | |
Prepaid expenses | 2,695 |
Deposits | 1,750 |
Accounts payable and accruals | 234,506 |
Due to related parties | 131,610 |
Net cash used in operating activities | (165,356) |
Cash flows from financing activities: | |
Loan from a related party | 6,800 |
Repayment of related party loan | (6,800) |
Proceeds from convertible debt | 150,000 |
Net cash provided by financing activities | 150,000 |
Net decrease in cash | (15,356) |
Cash at beginning of period | 21,140 |
Cash at end of period | 5,784 |
Cash paid during the period for: | |
Interest | 5,276 |
Income taxes | $ 0 |
ORGANIZATION AND DESCRIPTION OF
ORGANIZATION AND DESCRIPTION OF BUSINESS | 6 Months Ended |
Jun. 30, 2019 | |
ORGANIZATION AND DESCRIPTION OF BUSINESS | |
ORGANIZATION AND DESCRIPTION OF BUSINESS | NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS On December 19, 2018, Pledge Petroleum Corp. (the “Company”) entered into a Share Exchange agreement with Renewable Technology Solutions, Inc. (“RTS”). Pursuant to the terms of the agreement, in exchange for 100% of the RTS shares, the Company will issue a stock certificate registered in the name of the RTS stockholder for 250,000,000 shares of its common stock. The transaction will be accounted for as a “reverse acquisition” and recapitalization, with RTS being the accounting acquirer. A reverse merger transaction with a public company is considered and accounted for as a capital transaction in substance; it is equivalent to the issuance of Pledge’s common stock for the net monetary assets of RTS, accompanied by a recapitalization. Accordingly, the accounting does not contemplate the recognition of unrecorded assets of the accounting acquiree, such as goodwill. Consolidated financial statements presented herein reflect the consolidated financial assets and liabilities of the Company at their historical costs, giving effect to the recapitalization, as if it had been RTS during the periods presented. RTS was incorporated in the State of Tennessee on August 22, 2018. The Company was formed in order to conduct business in the sourcing and implementation of renewable energy technology. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2019 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of presentation The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and footnotes for the period from August 22, 2018 (date of inception) through December 31, 2018 included on the Company’s Form 10‑K. The results of the six months ended June 30, 2019 are not necessarily indicative of the results to be expected for the full year ending December 31, 2019. In the opinion of management, all adjustments necessary to present fairly the financial position as of June 30, 2019 and the results of operations and cash flows presented herein have been included in the financial statements. All such adjustments are of a normal and recurring nature. Interim results are not necessarily indicative of results of operations for the full year. Use of estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary RTS . All significant intercompany transactions and balances have been eliminated. Fair Value of Financial Instruments The Company follows paragraph 825‑10‑50‑10 of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) for disclosures about fair value of its financial instruments and paragraph 820‑10‑35‑37 of the FASB ASC (“Paragraph 820‑10‑35‑37”) to measure the fair value of its financial instruments. Paragraph 820‑10‑35‑37 establishes a framework for measuring fair value in U.S. GAAP, and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820‑10‑35‑37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three levels of fair value hierarchy defined by Paragraph 820‑10‑35‑37 are described below: Level 1: Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. Level 2: Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 3: Pricing inputs that are generally unobservable inputs and not corroborated by market data. The carrying amount of the Company’s financial assets and liabilities, such as cash, prepaid expenses and accrued expenses approximate their fair value because of the short maturity of those instruments. The Company’s notes payable approximates the fair value of such instruments as the notes bear interest rates that are consistent with current market rates. The following table classifies the Company’s liabilities measured at fair value on a recurring basis into the fair value hierarchy as of: June 30, 2019: Total Gains and Description Level 1 Level 2 Level 3 (Losses) Derivative $ — $ — $ 273,105 $ 201,158 Net Loss per Share Net loss per common share is computed pursuant to section 260‑10‑45 of the ASC. Basic net loss per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per common share is computed by dividing net loss by the weighted average number of shares of common stock and potentially outstanding shares of common stock during the period. The weighted average number of common shares outstanding and potentially outstanding common shares assumes that the Company incorporated as of the beginning of the first period presented. The computation of diluted net loss per share does not assume the issuance of common shares that have an anti-dilutive effect on net loss per share. For the three and six months ended June 30, 2019, all stock options, unvested restricted stock awards, warrants, convertible preferred stock were excluded from the computation of diluted net loss per share. Dilutive shares which could exist pursuant to the exercise of outstanding stock instruments and which were not included in the calculation because their affect would have been anti-dilutive. Recently issued accounting pronouncements On June 20, 2018, the FASB issued ASU 2018‑07, Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting . ASU 2018‑07 is intended to reduce cost and complexity and to improve financial reporting for share-based payments to nonemployees (for example, service providers, external legal counsel, suppliers, etc.). Under the new standard, companies will no longer be required to value non-employee awards differently from employee awards. Meaning that companies will value all equity classified awards at their grant-date under ASC718 and forgo revaluing the award after this date. The guidance is effective for interim and annual periods beginning after December 15, 2018. The adoption of this standard has had no material impact. In February 2016, the FASB issued ASU 2016‑02, Leases (Topic 842) . The ASU requires that a lessee recognize the assets and liabilities that arise from operating leases. A lessee should recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. For leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. This new guidance will be effective for annual reporting periods beginning after December 15, 2018, including interim periods within those annual reporting periods, and early adoption is permitted. In transition, lessees and lessors are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. The adoption of this standard has had no material impact. The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. |
GOING CONCERN
GOING CONCERN | 6 Months Ended |
Jun. 30, 2019 | |
GOING CONCERN | |
GOING CONCERN | NOTE 3 – GOING CONCERN The Company’s condensed consolidated financial statements have been prepared on a going concern basis, which assumes that the Company will be able to realize its assets and discharge its liabilities and commitments in the normal course of business for the foreseeable future. The Company has just begun its operations and does not yet have operations or revenue to cover its operating expenses. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The ability to continue as a going concern is dependent upon generating profitable operations in the future and/or to obtain the necessary financing to meet the Company’s obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with debt and equity financing. While the Company believes that it will be successful in obtaining the necessary financing and generating revenue to fund its operations, meet regulatory requirements and achieve commercial goals, there are no assurances that such additional funding will be achieved and that it will succeed in its future operations. The financial statements of the Company do not include any adjustments that may result from the outcome of these uncertainties. |
CONVERTIBLE NOTE PAYABLE
CONVERTIBLE NOTE PAYABLE | 6 Months Ended |
Jun. 30, 2019 | |
CONVERTIBLE NOTE PAYABLE | |
CONVERTIBLE NOTE PAYABLE | NOTE 4 – CONVERTIBLE NOTE PAYABLE On January 22, 2019, the Company executed a converted promissory note with Redstart Holdings Corp. (“Redstart”) for $103,000. The note is unsecured, bears interest at 10% per annum and matures on January 22, 2020. The note is convertible, after 180 days, into shares of common stock at the rate of 61% (39% discount) of the average of the lowest three trading prices in the twenty trading days preceding the conversion. The Company bifurcated the conversion feature and accounted for it as a derivative liability. The Company recorded the derivative liability at its fair value of $379,120 based on the Black Scholes Merton pricing model and a corresponding debt discount of $103,000 to be amortized utilizing the interest method of accretion over the term of the note. As of June 30, 2019, the Company fair valued the derivative at $176,915. In addition, $45,150 of the debt discount has been amortized to interest expense. On June 11, 2019, the Company executed a converted promissory note with Geneva Roth Remark Holdings, Inc. ("Geneva") for $53,000. The note is unsecured, bears interest at 10% per annum and matures on June 10, 2020. The note is convertible, after 180 days, into shares of common stock at the rate of 61% (39% discount) of the average of the lowest three trading prices in the twenty trading days preceding the conversion. The Company bifurcated the conversion feature and accounted for it as a derivative liability. The Company recorded the derivative liability at its fair value of $95,143 based on the Black Scholes Merton pricing model and a corresponding debt discount of $53,000 to be amortized utilizing the interest method of accretion over the term of the note. As of June 30, 2019, the Company fair valued the derivative at $96,190. In addition, $2,759 of the debt discount has been amortized to interest expense. A summary of the activity of the derivative liability for the notes above is as follows: Balance at December 31, 2018 $ — Increase to derivative due to new issuances 474,263 Derivative gain due to mark to market adjustment (201,158) Balance at June 30, 2019 $ 273,105 A summary of quantitative information about significant unobservable inputs (Level 3 inputs) used in measuring the Company’s derivative liability that are categorized within Level 3 of the fair value hierarchy for the six months ended June 30, 2019 is as follows: Inputs June 30, 2019 Initial Valuation Stock price $ $ 0.0406 - 0.045 Conversion price $ $ 0.0105 - 0.0226 Volatility (annual) 286.6% - 317.49% 292% - 318.13% Risk-free rate 1.92% - 2.09% 2.05 - 2.59% Years to maturity .56 - 0.95 The development and determination of the unobservable inputs for Level 3 fair value measurements and fair value calculations are the responsibility of the Company’s management |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 6 Months Ended |
Jun. 30, 2019 | |
RELATED PARTY TRANSACTIONS | |
RELATED PARTY TRANSACTIONS | NOTE 5 – RELATED PARTY TRANSACTIONS On May 2, 2018, the Company issued to each of its three directors, 10,000,000 shares of restricted common stock, vesting as to 1/3 of the grant immediately, 1/3 of the grant on the one-year anniversary of the grant date and 1/3 of the grant on the two-year anniversary of the grant date. The value of the stock has been debited to prepaid stock compensation and will be amortized over the vesting period. As of June 30, 2019, and December 31, 2018, there is $83,333 and $133,333 of prepaid stock compensation, respectively. The restricted stock granted and exercisable at June 30, 2019 is as follows: Restricted Stock Granted Restricted Stock Vested Weighted Weighted Number average exercise Number average exercise Grant date price granted price vested price $0.01 30,000,000 $ 0.01 20,000,000 $ 0.01 The Company recorded an expense of $25,000 and $50,000 for the three and six months ended June 30, 2019, respectively, related to the restricted stock granted to the directors. As of June 30, 2019 and December 31, 2018, $137,500 and $5,890, respectively, is owed to the three directors of the Company for director fees and various advances for services provided in the normal course of business. All amounts due are unsecured, non-interest bearing and due on demand. On December 31, 2018, the Company executed a promissory note with John Huemoeller, Chairman, for $5,000. The promissory note is unsecured, bears interest at 5% and is due on or before December 31, 2019. |
PREFERRED STOCK
PREFERRED STOCK | 6 Months Ended |
Jun. 30, 2019 | |
PREFERRED STOCK | |
PREFERRED STOCK | NOTE 6 – PREFERRED STOCK Series A‑1 Preferred The Company has designated 5,000,000 preferred shares as Series A‑1 Convertible Preferred Stock (“Series A‑1 Shares”). Each share of Series A‑1 is convertible into ten shares of common stock and has voting rights equal to the number of shares of common stock that holders can convert into. The Series A‑1 Shares are non-redeemable by the Company and are entitled to a liquidation preference of $0.08 per share. As of June 30, 2019, there are no shares of Series A‑1 Preferred outstanding. Series B Preferred The Company has designated 500,000 preferred shares as Series B Convertible Preferred Stock (“Series B Shares”), with 40,000 Series B Shares issued and outstanding as of June 30, 2019, which are convertible into 4,000,000 shares of common stock. The rights, privileges and preferences of the Series B Shares are summarized as follows: Conversion Each share of the Series B Shares is convertible at any time prior to the issuance of a redemption notice by the Company into such number of shares of Common Stock by dividing the Stated value ($10) of the Series B Shares by $0.10 and is subject to adjustment for dividends or distributions made in common stock, the issue of securities convertible into common stock, stock splits, reverse stock splits, or reclassifications of common stock. Company Redemption The Company has the right, at any time after the date the Series B Shares have been issued, to redeem all or a portion of any Holder’s Series B Shares at a price per Series B Share equal to the issue price per Series B Share multiplied by 120%. Voting Rights Each holder of Series B Shares is entitled to vote on all matters submitted to a vote of the stockholders of the Company and is entitled to votes equal to the number of shares of Common Stock into which Series B Shares could be converted, and the holders of shares of Series B Shares and Common Stock will vote together as a single class on all matters submitted to the stockholders of the Company. Dividends The holders of the Series B Shares are entitled to receive cumulative dividends at the rate of eight percent per annum of the issue price per share, accrued daily and payable annually in arrears on December 31st of each year. Such dividends accrue on any given share from the day of original issuance of such share. Such dividends are cumulative, whether or not declared by the Board of Directors, but are non-compounding. Any dividend payable on a dividend payment date may be paid, at the option of the Company, either (i) in cash or (ii) in shares of common stock at an issue price of $0.10 per common share. In the event that pursuant to applicable law or contract the Company is prohibited or restricted from paying in cash the full dividends to which the holders of the Series B Shares are entitled, the cash amount available pursuant to applicable law or contract will be distributed among the holders of the Series B Shares ratably in proportion to the full amounts to which they would otherwise be entitled and any remaining amount due to holders of the Series B Shares will be payable in cash. Liquidation Preference In the event of any liquidation, dissolution or winding up of the Company, either voluntary or involuntary, the holders of the Series B Shares are entitled to receive, prior and in preference to any distribution of any assets of the Company to the holders of any other preferred stock of the Company and subordinate to any distribution to the Series A‑1 Shares, and prior and in preference to any distribution of any assets of the Company to the holders of the Common Stock, the amount of 120% of the issue price per share. In addition, the Series B holder has agreed to vote to subordinate the series B Preferred stock liquidation preferences to the Series C Preferred stock preferences. The Company has undeclared dividends on the Series B Preferred stock amounting to $201,096 as of June 30, 2019. If the dividends are paid in stock, the beneficial conversion feature of these undeclared dividends will be recorded upon the declaration of these dividends. The computation of loss per common share takes into account these undeclared dividends. Series C Preferred The Company has designated 4,500,000 preferred shares as Series C Convertible Preferred Stock (“Series C Shares”). Each share of Series C is convertible into 120,000,000 shares of common stock and has voting rights equal to the number of shares of common stock that holders can convert into. The Series C Shares are non-redeemable by the Company and are entitled to a liquidation preference. As of June 30, 2019, there are no shares of Series C Preferred outstanding. |
STOCK OPTIONS
STOCK OPTIONS | 6 Months Ended |
Jun. 30, 2019 | |
STOCK OPTIONS | |
STOCK OPTIONS | NOTE 7 – STOCK OPTIONS The Company’s Board of Directors approved the Company’s 2008 Stock Option Plan (the “Stock Plan”) for the issuance of up to 5,000,000 shares of common stock to be granted through incentive stock options, nonqualified stock options, stock appreciation rights, dividend equivalent rights, restricted stock, restricted stock units and other stock-based awards to officers, other employees, directors and consultants of the Company and its subsidiaries. After the reverse stock split in August 2012, a total of 100,000 shares were available for grant. Subsequent to the reverse split the Board of Directors approved an increase in the number of awards available for grant to 2,100,000 shares. The exercise price of stock options under the Stock Plan is determined by the Board of Directors, and may be equal to or greater than the fair market value of the Company’s common stock on the date the option is granted. Options become exercisable over various periods from the date of grant, and generally expire ten years after the grant date. At June 30, 2019, there were 54,224 plan options outstanding, under the Stock Option Plan. The vesting provisions for these stock options are determined by the board of directors at the time of grant, there are no unvested options outstanding as of June 30, 2019. In the event of the employees’ termination, the Company will cease to recognize compensation expense. A summary of all of our option activity during the period ended June 30, 2019 is as follows: Weighted average Exercise price exercise No. of shares per share price From August 22, 2018 — $ — $ — Granted - non-plan options — — — Forfeited/cancelled — — — Exercised — — — Effects of recapitalization from reverse acquisition 57,704 $ 0.65 to $13.50 3.02 Outstanding December 31, 2018 57,704 $ 0.65 to $13.50 $ 3.02 Granted - non-plan options — — — Forfeited/cancelled (3,480) — — Exercised — — — Outstanding June 30, 2019 54,224 $ 0.65 to $12.50 $ 2.77 The options outstanding and exercisable at June 30, 2019 are as follows: Options outstanding Options exercisable Weighted Weighted Weighted average remaining average exercise average exercise Exercise price No. of shares years price No. of shares price $ 2,000 1.28 2,000 $ 500 2.00 500 $ 14,800 2.29 14,800 $ 36,924 3.75 36,924 54,224 3.25 2.35 54,224 $ 2.35 |
WARRANTS
WARRANTS | 6 Months Ended |
Jun. 30, 2019 | |
Warrant [Member] | |
WARRANTS | NOTE 8 – WARRANTS The warrants outstanding and exercisable at June 30, 2019 are as follows: Warrants outstanding Warrants exercisable Weighted Weighted Weighted average remaining average exercise average exercise Exercise price No. of shares years price No. of shares price $ 1,508,333 0.09 1,508,333 $ 577,499 0.10 577,499 $ 968,166 0.10 968,166 $ 633,333 0.15 633,333 3,687,331 0.11 $ 0.14 3,687,331 $ 0.14 No warrants were issued or exercised from August 22, 2018 through June 30, 2019. A total of 2,652,167 warrants have expired during the period from August 22, 2018 through June 30, 2019. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 2019 | |
COMMITMENTS AND CONTINGENCIES | |
COMMITMENTS AND CONTINGENCIES | NOTE 9 – COMMITMENTS AND CONTINGENCIES During the normal course of business, the Company may be exposed to litigation. When the Company becomes aware of potential litigation, it evaluates the merits of the case in accordance with FASB ASC 450‑20‑50, Contingencies. The Company evaluates its exposure to the matter, possible legal or settlement strategies and the likelihood of an unfavorable outcome. If the Company determines that an unfavorable outcome is probable and can be reasonably estimated, it establishes the necessary accruals. As of June 30, 2019, the Company is not aware of any contingent liabilities that should be reflected in the unaudited condensed consolidated financial statements. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2019 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | NOTE 10 – SUBSEQUENT EVENTS Management has evaluated subsequent events pursuant to the requirements of ASC Topic 855, from the balance sheet date through the date the consolidated financial statements were available to be issued and has determined that there are no material subsequent events that require disclosure in the unaudited condensed consolidated financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2019 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Basis of presentation | Basis of presentation The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and footnotes for the period from August 22, 2018 (date of inception) through December 31, 2018 included on the Company’s Form 10‑K. The results of the six months ended June 30, 2019 are not necessarily indicative of the results to be expected for the full year ending December 31, 2019. In the opinion of management, all adjustments necessary to present fairly the financial position as of June 30, 2019 and the results of operations and cash flows presented herein have been included in the financial statements. All such adjustments are of a normal and recurring nature. Interim results are not necessarily indicative of results of operations for the full year. |
Use of estimates | Use of estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary RTS . All significant intercompany transactions and balances have been eliminated. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company follows paragraph 825‑10‑50‑10 of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) for disclosures about fair value of its financial instruments and paragraph 820‑10‑35‑37 of the FASB ASC (“Paragraph 820‑10‑35‑37”) to measure the fair value of its financial instruments. Paragraph 820‑10‑35‑37 establishes a framework for measuring fair value in U.S. GAAP, and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820‑10‑35‑37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three levels of fair value hierarchy defined by Paragraph 820‑10‑35‑37 are described below: Level 1: Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. Level 2: Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 3: Pricing inputs that are generally unobservable inputs and not corroborated by market data. The carrying amount of the Company’s financial assets and liabilities, such as cash, prepaid expenses and accrued expenses approximate their fair value because of the short maturity of those instruments. The Company’s notes payable approximates the fair value of such instruments as the notes bear interest rates that are consistent with current market rates. The following table classifies the Company’s liabilities measured at fair value on a recurring basis into the fair value hierarchy as of: June 30, 2019: Total Gains and Description Level 1 Level 2 Level 3 (Losses) Derivative $ — $ — $ 273,105 $ 201,158 |
Net Loss per Share | Net Loss per Share Net loss per common share is computed pursuant to section 260‑10‑45 of the ASC. Basic net loss per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per common share is computed by dividing net loss by the weighted average number of shares of common stock and potentially outstanding shares of common stock during the period. The weighted average number of common shares outstanding and potentially outstanding common shares assumes that the Company incorporated as of the beginning of the first period presented. The computation of diluted net loss per share does not assume the issuance of common shares that have an anti-dilutive effect on net loss per share. For the three and six months ended June 30, 2019, all stock options, unvested restricted stock awards, warrants, convertible preferred stock were excluded from the computation of diluted net loss per share. Dilutive shares which could exist pursuant to the exercise of outstanding stock instruments and which were not included in the calculation because their affect would have been anti-dilutive. |
Recently issued accounting pronouncements | Recently issued accounting pronouncements On June 20, 2018, the FASB issued ASU 2018‑07, Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting . ASU 2018‑07 is intended to reduce cost and complexity and to improve financial reporting for share-based payments to nonemployees (for example, service providers, external legal counsel, suppliers, etc.). Under the new standard, companies will no longer be required to value non-employee awards differently from employee awards. Meaning that companies will value all equity classified awards at their grant-date under ASC718 and forgo revaluing the award after this date. The guidance is effective for interim and annual periods beginning after December 15, 2018. The adoption of this standard has had no material impact. In February 2016, the FASB issued ASU 2016‑02, Leases (Topic 842) . The ASU requires that a lessee recognize the assets and liabilities that arise from operating leases. A lessee should recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. For leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. This new guidance will be effective for annual reporting periods beginning after December 15, 2018, including interim periods within those annual reporting periods, and early adoption is permitted. In transition, lessees and lessors are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. The adoption of this standard has had no material impact. The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Schedule of Company's liabilities measured at fair value on a recurring basis | The following table classifies the Company’s liabilities measured at fair value on a recurring basis into the fair value hierarchy as of: June 30, 2019: Total Gains and Description Level 1 Level 2 Level 3 (Losses) Derivative $ — $ — $ 273,105 $ 201,158 |
CONVERTIBLE NOTE PAYABLE (Table
CONVERTIBLE NOTE PAYABLE (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
CONVERTIBLE NOTE PAYABLE | |
Schedule of derivative liability | A summary of the activity of the derivative liability for the notes above is as follows: Balance at December 31, 2018 $ — Increase to derivative due to new issuances 474,263 Derivative gain due to mark to market adjustment (201,158) Balance at June 30, 2019 $ 273,105 |
Schedule quantitative information about significant unobservable inputs (Level 3 inputs) used in measuring the Company's derivative liability | A summary of quantitative information about significant unobservable inputs (Level 3 inputs) used in measuring the Company’s derivative liability that are categorized within Level 3 of the fair value hierarchy for the six months ended June 30, 2019 is as follows: Inputs June 30, 2019 Initial Valuation Stock price $ $ 0.0406 - 0.045 Conversion price $ $ 0.0105 - 0.0226 Volatility (annual) 286.6% - 317.49% 292% - 318.13% Risk-free rate 1.92% - 2.09% 2.05 - 2.59% Years to maturity .56 - 0.95 |
RELATED PARTY TRANSACTIONS (Tab
RELATED PARTY TRANSACTIONS (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
RELATED PARTY TRANSACTIONS | |
Schedule of restricted stock granted and exercisable | The restricted stock granted and exercisable at June 30, 2019 is as follows: Restricted Stock Granted Restricted Stock Vested Weighted Weighted Number average exercise Number average exercise Grant date price granted price vested price $0.01 30,000,000 $ 0.01 20,000,000 $ 0.01 |
STOCK OPTIONS (Tables)
STOCK OPTIONS (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
WARRANTS | |
Schedule of option activity | A summary of all of our option activity during the period ended June 30, 2019 is as follows: Weighted average Exercise price exercise No. of shares per share price From August 22, 2018 — $ — $ — Granted - non-plan options — — — Forfeited/cancelled — — — Exercised — — — Effects of recapitalization from reverse acquisition 57,704 $ 0.65 to $13.50 3.02 Outstanding December 31, 2018 57,704 $ 0.65 to $13.50 $ 3.02 Granted - non-plan options — — — Forfeited/cancelled (3,480) — — Exercised — — — Outstanding June 30, 2019 54,224 $ 0.65 to $12.50 $ 2.77 |
Schedule of options outstanding and exercisable | The options outstanding and exercisable at June 30, 2019 are as follows: Options outstanding Options exercisable Weighted Weighted Weighted average remaining average exercise average exercise Exercise price No. of shares years price No. of shares price $ 2,000 1.28 2,000 $ 500 2.00 500 $ 14,800 2.29 14,800 $ 36,924 3.75 36,924 54,224 3.25 2.35 54,224 $ 2.35 |
WARRANTS (Tables)
WARRANTS (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
WARRANTS | |
Schedule of warrants outstanding and exercisable | The warrants outstanding and exercisable at June 30, 2019 are as follows: Warrants outstanding Warrants exercisable Weighted Weighted Weighted average remaining average exercise average exercise Exercise price No. of shares years price No. of shares price $ 1,508,333 0.09 1,508,333 $ 577,499 0.10 577,499 $ 968,166 0.10 968,166 $ 633,333 0.15 633,333 3,687,331 0.11 $ 0.14 3,687,331 $ 0.14 |
ORGANIZATION AND DESCRIPTION _2
ORGANIZATION AND DESCRIPTION OF BUSINESS (Details) - Renewable Technology Solutions Inc [Member] | 1 Months Ended |
Dec. 19, 2018shares | |
Organization and Description of Business [Line Items] | |
Business Acquisition, Percentage of Voting Interests Acquired | 100.00% |
Number of Shares to be Issued Pursuant to Reverse Acquisition | 250,000,000 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
Accounting Policies and Estimates [Line Items] | ||
Derivative | $ 273,105 | $ 0 |
Derivative [Member] | Fair Value, Measurements, Recurring [Member] | ||
Accounting Policies and Estimates [Line Items] | ||
Derivative | 201,158 | |
Derivative [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Accounting Policies and Estimates [Line Items] | ||
Derivative | 0 | |
Derivative [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Accounting Policies and Estimates [Line Items] | ||
Derivative | 0 | |
Derivative [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Accounting Policies and Estimates [Line Items] | ||
Derivative | $ 273,105 |
CONVERTIBLE NOTE PAYABLE - Deri
CONVERTIBLE NOTE PAYABLE - Derivative liability (Details) - USD ($) | 3 Months Ended | 6 Months Ended |
Jun. 30, 2019 | Jun. 30, 2019 | |
CONVERTIBLE NOTE PAYABLE | ||
Balance | $ 0 | |
Increase to derivative due to new issuances | 474,263 | |
Derivative gain due to mark to market adjustment | $ (4,005) | (201,158) |
Balance | $ 273,105 | $ 273,105 |
CONVERTIBLE NOTE PAYABLE - Info
CONVERTIBLE NOTE PAYABLE - Information about inputs used in measuring derivative liability (Details) - $ / shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2019 | Dec. 31, 2018 | |
Stock price | $ 0.045 | |
Conversion price | $ 0.0221 | |
Years to maturity | 1 year | |
Minimum [Member] | ||
Stock price | $ 0.0406 | |
Conversion price | $ 0.0105 | |
Volatility (annual) | 286.60% | 292.00% |
Risk-free rate | 1.92% | 2.05% |
Years to maturity | 6 months 22 days | |
Maximum [Member] | ||
Stock price | $ 0.045 | |
Conversion price | $ 0.0226 | |
Volatility (annual) | 317.49% | 318.13% |
Risk-free rate | 2.09% | 2.59% |
Years to maturity | 11 months 12 days |
CONVERTIBLE NOTE PAYABLE - Addi
CONVERTIBLE NOTE PAYABLE - Additional Information (Details) - USD ($) | Jun. 11, 2019 | Jan. 22, 2019 | Jun. 30, 2019 | Dec. 31, 2018 |
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | |||
Derivative, Fair Value, Net | $ 273,105 | $ 0 | ||
Amortization of Debt Discount (Premium) | 47,909 | |||
Redstart Holdings Corp [Member] | ||||
Derivative Liability | $ 379,120 | |||
Debt Instrument, Unamortized Discount | 103,000 | |||
Derivative, Fair Value, Net | 176,915 | |||
Amortization of Debt Discount (Premium) | 45,150 | |||
Geneva Roth Remark Holdings, Inc [Member] | ||||
Derivative Liability | $ 95,143 | |||
Debt Instrument, Unamortized Discount | 53,000 | |||
Derivative, Fair Value, Net | 96,190 | |||
Amortization of Debt Discount (Premium) | $ 2,759 | |||
Unsecured Debt [Member] | Redstart Holdings Corp [Member] | ||||
Debt Instrument, Face Amount | $ 103,000 | |||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | |||
Debt Instrument, Maturity Date | Jan. 22, 2020 | |||
Debt Conversion, Converted Instrument, Rate | 61.00% | |||
Debt Instrument, Convertible, Terms of Conversion Feature | (39% discount) of the average of the lowest three trading prices in the twenty trading days preceding the conversion. | |||
Unsecured Debt [Member] | Geneva Roth Remark Holdings, Inc [Member] | ||||
Debt Instrument, Face Amount | $ 53,000 | |||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | |||
Debt Instrument, Maturity Date | Jun. 10, 2020 | |||
Debt Conversion, Converted Instrument, Rate | 61.00% | |||
Debt Instrument, Convertible, Terms of Conversion Feature | (39% discount) of the average of the lowest three trading prices in the twenty trading days preceding the conversion. |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - Grant Date Price [Member] - Restricted Stock [Member] | 6 Months Ended |
Jun. 30, 2019$ / sharesshares | |
Restricted Stock Granted, Number granted | shares | 30,000,000 |
Restricted Stock Granted, Weighted average exercise price | $ / shares | $ 0.01 |
Restricted Stock Vested, Number vested | shares | 20,000,000 |
Restricted Stock Vested, Weighted average exercise price | $ / shares | $ 0.01 |
RELATED PARTY TRANSACTIONS - Ad
RELATED PARTY TRANSACTIONS - Additional Information (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | |
May 02, 2018 | Jun. 30, 2019 | Jun. 30, 2019 | Dec. 31, 2018 | |
Related Party Transaction [Line Items] | ||||
Share-based Compensation | $ 25,000 | $ 50,000 | ||
Due to Related Parties, Current | 137,500 | 137,500 | $ 5,890 | |
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | |||
Employee Prepaid Stock Compensation | 83,333 | 83,333 | $ 133,333 | |
Loan Payable To Related Party | $ 5,000 | |||
Vesting Period One [Member] | ||||
Related Party Transaction [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | 10,000,000 | |||
Vesting Period Two [Member] | ||||
Related Party Transaction [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | 10,000,000 | |||
Vesting Period Three [Member] | ||||
Related Party Transaction [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | 10,000,000 | |||
Restricted Stock [Member] | ||||
Related Party Transaction [Line Items] | ||||
Share-based Compensation | $ 25,000 | $ 50,000 |
PREFERRED STOCK - Additional In
PREFERRED STOCK - Additional Information (Details) - USD ($) | 3 Months Ended | |
Jun. 30, 2019 | Dec. 31, 2018 | |
Series A-1 Preferred Stock [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Preferred Stock, Shares Outstanding | 0 | |
Preferred Stock Shares Designated | 5,000,000 | |
Preferred Stock, Liquidation Preference Per Share | $ 0.08 | |
Series B Convertible Preferred Stock [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Conversion of Stock, Shares Issued | 4,000,000 | |
Preferred Stock, Shares Issued | 40,000 | 40,000 |
Preferred Stock, Shares Outstanding | 40,000 | 40,000 |
Convertible Preferred Stock, Terms of Conversion | Each share of the Series B Shares is convertible at any time prior to the issuance of a redemption notice by the Company into such number of shares of Common Stock by dividing the Stated value ($10) of the Series B Shares by $0.10 and is subject to adjustment for dividends or distributions made in common stock, the issue of securities convertible into common stock, stock splits, reverse stock splits, or reclassifications of common stock. | |
Preferred Stock, Dividend Payment Terms | Any dividend payable on a dividend payment date may be paid, at the option of the Company, either (i) in cash or (ii) in shares of common stock at an issue price of $0.10 per common share. | |
Undeclared Dividends | $ 201,096 | |
Preferred Stock Shares Designated | 500,000 | 500,000 |
Series C Convertible Preferred Stock [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Conversion of Stock, Shares Issued | 120,000,000 | |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Preferred Stock Shares Designated | 4,500,000 | 4,500,000 |
STOCK OPTIONS - Option activity
STOCK OPTIONS - Option activity (Details) - Employee Stock Option [Member] - $ / shares | 4 Months Ended | 6 Months Ended |
Dec. 31, 2018 | Jun. 30, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares option activity, Outstanding Balance (in shares) | 57,704 | |
Shares option activity, Granted (in shares) | 0 | 0 |
Shares option activity, Forfeited/cancelled (in shares) | 0 | (3,480) |
Shares option activity, Exercised (in shares) | 0 | 0 |
Effects of recapitalization from reverse acquisition (in shares) | 57,704 | |
Shares option activity, Outstanding Balance (in shares) | 57,704 | 54,224 |
Exercise price per share, Outstanding Balance (in dollars per share) | $ 3.02 | |
Exercise price per share, Granted (in dollars per share) | $ 0 | 0 |
Exercise price per share, Forfeited/cancelled (in dollars per share) | 0 | 0 |
Exercise price per share, Exercised (in dollars per share) | 0 | 0 |
Exercise price per share, Outstanding Ending (in dollars per share) | 3.02 | 2.35 |
Weighted Average Exercise Price, Effects of recapitalization from reverse acquisition (in dollars per share) | $ 3.02 | 2.77 |
Maximum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Effects of recapitalization from reverse acquisition (in shares) | 13.50 | |
Exercise price per share, Outstanding Balance (in dollars per share) | 13.50 | |
Exercise price per share, Outstanding Ending (in dollars per share) | $ 13.50 | 12.50 |
Minimum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Exercise price per share, Outstanding Balance (in dollars per share) | 0.65 | |
Exercise price per share, Outstanding Ending (in dollars per share) | 0.65 | $ 0.65 |
Exercise Price per share, Effects of recapitalization from reverse acquisition (in dollars per share) | $ 0.65 |
STOCK OPTIONS - Options outstan
STOCK OPTIONS - Options outstanding and exercisable (Details) - Employee Stock Option [Member] - $ / shares | 3 Months Ended | |||
Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Aug. 22, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Options Outstanding, Exercise Price | $ 2.35 | $ 3.02 | $ 0 | |
Options Outstanding, Number Outstanding (in shares) | 54,224 | 57,704 | 0 | |
Options Outstanding, Weighted Average Remaining Contractual life in years | 3 years 3 months | |||
Options Exercisable, Number Exercisable (in shares) | 54,224 | |||
Options Exercisable, Weighted Average Exercise Price | $ 2.35 | |||
Exercise Price Range One [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Options Outstanding, Exercise Price | $ 12.50 | |||
Options Outstanding, Number Outstanding (in shares) | 2,000 | |||
Options Outstanding, Weighted Average Remaining Contractual life in years | 1 year 3 months 11 days | |||
Options Exercisable, Number Exercisable (in shares) | 2,000 | |||
Exercise Price Range Two [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Options Outstanding, Exercise Price | $ 8.50 | |||
Options Outstanding, Number Outstanding (in shares) | 500 | |||
Options Outstanding, Weighted Average Remaining Contractual life in years | 2 years | |||
Options Exercisable, Number Exercisable (in shares) | 500 | |||
Exercise Price Range Three [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Options Outstanding, Exercise Price | $ 5 | |||
Options Outstanding, Number Outstanding (in shares) | 14,800 | |||
Options Outstanding, Weighted Average Remaining Contractual life in years | 2 years 3 months 15 days | |||
Options Exercisable, Number Exercisable (in shares) | 14,800 | |||
Exercise Price Range Four [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Options Outstanding, Exercise Price | $ 0.65 | |||
Options Outstanding, Number Outstanding (in shares) | 36,924 | |||
Options Outstanding, Weighted Average Remaining Contractual life in years | 3 years 9 months | |||
Options Exercisable, Number Exercisable (in shares) | 36,924 |
STOCK OPTIONS - Additional Info
STOCK OPTIONS - Additional Information (Details) - Employee Stock Option [Member] - shares | 3 Months Ended | ||
Jun. 30, 2019 | Dec. 31, 2018 | Aug. 22, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 5,000,000 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 100,000 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized | 2,100,000 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 54,224 | 57,704 | 0 |
WARRANTS (Details)
WARRANTS (Details) | 3 Months Ended |
Jun. 30, 2019$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Warrants Exercisable, Weighted Average Exercise Price | $ / shares | $ 0.14 |
Exercise Price Range One [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Warrants Outstanding, Weighted Average Remaining Contractual life in years | 1 month 2 days |
Exercise Price Range Two [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Warrants Outstanding, Weighted Average Remaining Contractual life in years | 1 month 6 days |
Exercise Price Range Three [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Warrants Outstanding, Weighted Average Remaining Contractual life in years | 1 month 6 days |
Exercise Price Range Four [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Warrants Outstanding, Weighted Average Remaining Contractual life in years | 1 month 24 days |
Warrant [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Warrants Outstanding, Number Outstanding | 3,687,331 |
Warrants Outstanding, Weighted Average Remaining Contractual life in years | 1 month 10 days |
Warrants Exercisable, Number Exercisable | 3,687,331 |
Warrant [Member] | Exercise Price Range One [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Warrants Outstanding, Exercise Price | $ / shares | $ 0.25 |
Warrants Outstanding, Number Outstanding | 1,508,333 |
Warrants Exercisable, Number Exercisable | 1,508,333 |
Warrant [Member] | Exercise Price Range Two [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Warrants Outstanding, Exercise Price | $ / shares | $ 0.15 |
Warrants Outstanding, Number Outstanding | 577,499 |
Warrants Exercisable, Number Exercisable | 577,499 |
Warrant [Member] | Exercise Price Range Three [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Warrants Outstanding, Exercise Price | $ / shares | $ 0.25 |
Warrants Outstanding, Number Outstanding | 968,166 |
Warrants Exercisable, Number Exercisable | 968,166 |
Warrant [Member] | Exercise Price Range Four [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Warrants Outstanding, Exercise Price | $ / shares | $ 0.25 |
Warrants Outstanding, Number Outstanding | 633,333 |
Warrants Exercisable, Number Exercisable | 633,333 |
WARRANTS - Additional Informati
WARRANTS - Additional Information (Details) | 10 Months Ended |
Jun. 30, 2019shares | |
Warrant [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Share-based Compensation Arrangement by Share-based Payment Award, Shares Expired | 2,652,167 |