Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Apr. 07, 2020 | Jun. 30, 2019 | |
Document And Entity Information | |||
Entity Registrant Name | CYBERLOQ TECHNOLOGIES, INC. | ||
Entity Central Index Key | 0001437517 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2019 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business Flag | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 6,697,372 | ||
Entity Common Stock, Shares Outstanding | 69,234,515 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2019 |
Consolidated Condensed Balance
Consolidated Condensed Balance Sheets - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Current assets | ||
Cash | $ 636 | $ 21,009 |
Accounts Receivable | 40,300 | |
Commitment Receivable | 9,000 | |
Total Current Assets | 40,936 | 30,009 |
Fixed Assets | ||
Software and Computer Equipment, Net | 444,410 | 550,679 |
Total Fixed Assets | 444,410 | 550,679 |
Total Assets | 485,346 | 580,688 |
Current Liabilities | ||
Accounts Payable and Accrued Expenses | 65,315 | 9,851 |
Customer Prepayments | 14,589 | 39,585 |
Loans Payable - Stockholders | 35,000 | 45,000 |
Loans Payable - Related Party | 30,000 | |
Total Current Liabilities | 144,904 | 94,436 |
Total Liabilities | 144,904 | 94,436 |
Commitments and Contingencies | ||
Stockholders' Equity | ||
Common stock: $0.001 par value,100,000,000 shares authorized; 68,130,515 and 65,830,515 shares issued and outstanding, respectively | 68,131 | 65,831 |
Preferred Stock $0.001 per value - 30,000 shares authorized; issued and outstanding, respectively | 30 | 30 |
Shares to be Issued: 3,633,333 and 3,633,333 common shares, respectively | 342,000 | 348,000 |
Stock Subscription Receivable | (35,000) | (150,000) |
Additional Paid in Capital | 4,148,372 | 3,884,102 |
Accumulated Deficit | (4,183,091) | (3,661,711) |
Total Stockholders' Equity | 340,442 | 486,252 |
Total Liabilities and Stockholders' Equity | $ 485,346 | $ 580,688 |
Consolidated Condensed Balanc_2
Consolidated Condensed Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2019 | Dec. 31, 2018 |
Statement of Financial Position [Abstract] | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 68,130,515 | 65,830,515 |
Common stock, shares outstanding | 68,130,515 | 65,830,515 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 30,000 | 30,000 |
Preferred stock, shares issued | 30,000 | 30,000 |
Preferred stock, shares outstanding | 30,000 | 30,000 |
Common shares to be issued | 3,633,333 | 3,633,333 |
Consolidated Condensed Statemen
Consolidated Condensed Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Revenue | ||
Total Revenue | $ 77,185 | $ 10,415 |
Operating Expenses | ||
Sales Commissions | 8,259 | |
Professional Fees | 63,731 | 66,655 |
Research | 6,193 | 30,642 |
Stock Compensation | 60,570 | 442,311 |
Officer's Compensation | 270,000 | 295,489 |
Travel and Entertainment | 25,235 | 32,717 |
Rent | 600 | 675 |
Depreciation | 122,019 | 120,050 |
Computer and Internet | 18,605 | 5,018 |
Office Supplies and Expenses | 5,076 | 8,025 |
Other Operating Expenses | 18,172 | 36,652 |
Total Operating Expenses | 598,460 | 1,038,234 |
Loss from Operations | (521,275) | (1,027,819) |
Other Income (Expense) | ||
Gain (Loss) of Settlement of Debt | (12,000) | |
Interest | (105) | (640) |
Total Other Income (Interest Expenses) | (105) | (12,640) |
Provision for Income Taxes | ||
Net Loss | $ (521,380) | $ (1,040,459) |
Loss per common share-Basic and diluted | $ (0.01) | $ (0.02) |
Weighted Average Number of Common Shares Outstanding Basic and diluted | 67,280,515 | 64,162,570 |
Service [Member] | ||
Revenue | ||
Total Revenue | $ 77,185 | $ 10,415 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity (Deficit) - USD ($) | Common Stock (Issued) [Member] | Common Stock (Unissued) [Member] | Preferred Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] | Total |
Balance at Dec. 31, 2017 | $ 61,982 | $ 12,000 | $ 30 | $ 3,141,639 | $ (2,621,252) | $ 594,399 |
Balance, shares at Dec. 31, 2017 | 61,982,181 | 150,000 | 30,000 | |||
Proceeds from Issuance of Common Stock | $ 3,204 | $ 150,000 | 318,797 | 472,001 | ||
Proceeds from Issuance of Common Stock, shares | 3,203,334 | |||||
Warrants Issued for Services | 78,073 | 78,073 | ||||
Shares issued for conversion of debt | $ 210 | $ (12,000) | 29,790 | 18,000 | ||
Shares issued for conversion of debt, shares | 210,000 | (150,000) | ||||
Shares issued for services | $ 436 | $ 48,000 | 82,864 | 131,300 | ||
Shares issued for services, shares | 435,000 | |||||
Options Issued for Services | 232,938 | 232,938 | ||||
Net loss for the period | (1,040,459) | (1,040,459) | ||||
Balance at Dec. 31, 2018 | $ 65,832 | $ 198,000 | $ 30 | 3,884,101 | (3,661,711) | 486,252 |
Balance, shares at Dec. 31, 2018 | 65,830,515 | 30,000 | ||||
Proceeds from Issuance of Common Stock | $ 2,000 | $ 115,000 | 198,000 | 315,000 | ||
Proceeds from Issuance of Common Stock, shares | 2,000,000 | |||||
Warrants Issued for Services | 18,750 | 18,570 | ||||
Stock issued for officers' fees | $ 300 | $ (6,000) | 47,700 | 42,000 | ||
Stock issued for officers' fees, shares | 300,000 | |||||
Net loss for the period | (521,380) | (521,380) | ||||
Balance at Dec. 31, 2019 | $ 68,132 | $ 307,000 | $ 30 | $ 4,148,371 | $ (4,183,091) | $ 340,442 |
Balance, shares at Dec. 31, 2019 | 68,130,515 | 30,000 |
Consolidated Condensed Statem_2
Consolidated Condensed Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
OPERATING ACTIVITIES | ||
Net loss | $ (521,380) | $ (1,040,459) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Gain (Loss) of Settlement of Debt | 12,000 | |
Depreciation | 122,019 | 120,050 |
Stock Compensation | 60,570 | 442,311 |
Change in Operating Assets and Liabilities: | ||
Accounts Receivable | (40,300) | 16,000 |
Commitment Receivable | 9,000 | (9,000) |
Accounts Payable and Accrued Expenses | 55,464 | 5,723 |
Customer Prepayments | (24,996) | 39,585 |
Net Cash Used by Operating Activities | (339,623) | (413,790) |
INVESTING ACTIVITIES | ||
Software | (15,750) | |
Net Cash Used by Investing Activities | (15,750) | |
FINANCING ACTIVITIES | ||
Proceeds from Common Stock Issuance | 200,000 | 322,000 |
Proceeds from Common Stock to be Issued | 115,000 | 150,000 |
Repayment of Note Principal | (10,000) | (150,000) |
Proceeds from note payable | 30,000 | |
Net Cash Provided by Financing Activities | 335,000 | 322,000 |
Net Increase (Decrease) in Cash and Equivalents | (20,373) | (91,790) |
Cash and Equivalents at Beginning of the Period | 21,009 | 112,799 |
Cash and Equivalents at End of the Period | 636 | 21,009 |
SUPPLEMENTAL CASH FLOW INFORMATION | ||
Interest Paid | 105 | 640 |
Income Taxes Paid | ||
NON-CASH DISCLOSURES | ||
Company issued 60,000 shares of Stock for payment of $6,000 accrued expenses | 6,000 | |
Company issued 150,000 shares of stock for payment of $12,000 | $ 12,000 |
Consolidated Condensed Statem_3
Consolidated Condensed Statements of Cash Flows (Parenthetical) | 12 Months Ended |
Dec. 31, 2018USD ($)shares | |
Stock issued for payment | shares | 60,000 |
Payment for accrued expenses | $ | $ 6,000 |
Issuance [Member] | |
Stock issued for payment | shares | 150,000 |
Payment | $ | $ 12,000 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Organization and Nature of Business CyberloQ Technologies Inc. (“CLOQ”, ‘We” or the “Company”) is a development-stage technology company focused on fraud prevention and credit management. The Company was originally incorporated as Advanced Credit Technologies, Inc. in the State of Nevada on February 25, 2008. On November 20, 2019, the Company changed its name from Advanced Credit Technologies, Inc. to CyberloQ Technologies, Inc. The Company offers a proprietary software platform branded as CyberloQ® . While previously the Company licensed CyberloQ, in the third quarter of 2017, the Company acquired the CyberloQ technology and is now the exclusive owner of CyberloQ. CyberloQ is a banking fraud prevention technology that is offered to institutional clients in order to combat fraudulent transactions and unauthorized access to customer accounts. Through the use of a customer’s smart-phone, CyberloQ uses a multi-factor authentication system to control access to a bank card, transaction type or amount, website, database or digital service. The mobile applications for CyberloQ have been built, and have been successfully integrated into the banking ecosystem. The CyberloQ Vault is a “cloud based’ security protocol that allows clients the ability to send/receive secure data without having to use traditional e-mail which is prone to a breach. This CyberloQ service uses cloud-based encryption and a secure web portal to send/receive confidential data, the sender and receiver both must have authenticated their position within the prescribed geo coordinates as well as authenticate their mobile devices prior to sending/receiving any data. Thus, rendering a hack or breach utterly useless for the encrypted data is unusable without the CyberloQ authentication component. In addition to CyberloQ, the Company offers a web-based proprietary software platform under the brand name TurnScor® which allows customers to monitor and manage their credit from the privacy of their own homes. Although individuals can sign-up for TurnScor on their own, the Company also intends to market TurnScor to certain institutional clients, where appropriate, in conjunction with CyberloQ as a value-added benefit to offer their customers. On June 15, 2017, the Company created a private limited company in the United Kingdom named CyberloQ Technologies LTD. CyberloQ Technologies LTD is a wholly-owned subsidiary of the Company, and any business that the Company has in the United Kingdom will be transacted through CyberloQ Technologies LTD. However, to date CyberloQ Technologies LTD has not had any operating activity or generated any revenue for the Company. Basis of Presentation The financial statements of the Company have been prepared using the accrual basis of accounting in accordance with generally accepted accounting principles in the United States of America and the rules of the Securities and Exchange Commission. All amounts are presented in U.S. dollars. The Company has adopted a December 31 fiscal year end. Principles of Consolidation – The consolidated financial statements include the accounts of the Company and its wholly-owned or controlled operating subsidiaries. All intercompany accounts and transactions have been eliminated. Use of Estimates In preparing these financial statements, management makes estimates and assumptions that affect the reported amounts of assets and liabilities in the balance sheets and revenues and expenses during the year reported. Actual results may differ from these estimates. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. Cash and Cash Equivalents Cash equivalents are comprised of certain highly liquid investments with maturities of three months or less when purchased. The Company maintains its cash in bank deposit accounts, which at times, may exceed federally insured limits. As of December 31, 2019, and December 31, 2018, the Company had no deposits in excess of federally-insured limits. Research and Development, Software Development Costs, and Internal Use Software Development Costs Software development costs are accounted for in accordance with ASC Topic No. 985. Software development costs are capitalized once technological feasibility of a product is established and such costs are determined to be recoverable. For products where proven technology exists, this may occur very early in the development cycle. Factors we consider in determining when technological feasibility has been established include (i) whether a proven technology exists; (ii) the quality and experience levels of the individuals developing the software; (iii) whether the software is similar to previously developed software which has used the same or similar technology; and (iv) whether the software is being developed with a proven underlying engine. Technological feasibility is evaluated on a product-by-product basis. Capitalized costs for those products that are canceled or abandoned are charged immediately to cost of sales. The recoverability of capitalized software development costs is evaluated on the expected performance of the specific products for which the costs relate. Internal use software development costs are accounted for in accordance with ASC Topic No. 350 which requires the capitalization of certain external and internal computer software costs incurred during the application development stage. The application development stage is characterized by software design and configuration activities, coding, testing and installation. Training costs and maintenance are expensed as incurred, while upgrades and enhancements are capitalized if it is probable that such expenditures will result in additional functionality. In accounting for website software development costs, we have adopted the provisions of ASC Topic No. 350. ASC Topic No. 350 provides that certain planning and training costs incurred in the development of website software be expensed as incurred, while application development stage costs are to be capitalized. During the periods ended December 31, 2019 and 2018, we expensed $6,193 and $30,642, respectively, for expenditures on research and development. None was paid to related parties. Fixed Assets, Intangibles and Long-Lived Assets The Company records its fixed assets at historical cost. The Company expenses maintenance and repairs as incurred. Upon disposition of fixed assets, the gross cost and accumulated depreciation are written off and the difference between the proceeds and the net book value is recorded as a gain or loss on sale of assets. The Company depreciates its fixed assets over their respective estimated useful lives ranging from three to fifteen years. The Company follows FASB ASC 360-10, “Property, Plant, and Equipment,” Revenue Recognition Effective January 1, 2018, the Company adopted the requirements of ASU No. 2014-09, Revenue from Contracts with Customers: Topic 606 Revenue Recognition Policy Under ASC 606, the Company recognizes revenue upon transfer of control of promised products or services to customers in an amount that reflects the consideration the Company expects to receive in exchange for those products or services. To achieve the core principle of ASC 606, the Company performs the following steps: 1) Identify the contract(s) with a customer; 2) Identify the performance obligations in the contract; 3) Determine the transaction price; 4) Allocate the transaction price to the performance obligations in the contract; and 5) Recognize revenue when (or as) we satisfy a performance obligation. The Company derives its revenue from development, customization and user fees for the CyberloQ banking fraud technology products, including CyberloQ Vault, and from licensing fees for the TurnScor product. The revenue derived from the CyberloQ banking fraud technology products are comprised of two components. First, there is a development and customization fee paid to the Company to integrate CyberloQ with the banking institution or program manager’s ecosystem in order to add the CyberloQ authentication to the bank’s payment cards, website or digital service. This fee is customarily paid in multiple payments based upon the Company reaching certain milestones as set forth in the scope of work for each customer. Since completion of a milestone is subject to each customer’s approval, there are significant judgments involved in the determination of timing and satisfaction of performance obligations and the payments are recognized as revenue upon the completion of each milestone. Second, revenue from user fees are accrued monthly based over the number of individual card users each month. The revenue derived from CyberloQ Vault is also comprised of two components. First, there is a development and customization fee paid to the Company to build a customized cloud-based encryption and a secure web portal to send/receive confidential data. This fee is customarily paid in multiple payments based upon the Company reaching certain milestones as set forth in the scope of work for each customer. Since completion of a milestone is subject to each customer’s approval, there are significant judgments involved in the determination of timing and satisfaction of performance obligations and the payments are recognized as revenue over the completion of each milestone. Second, revenue from a monthly user fee is accrued monthly based upon the number of individual users of the product each month. License fees generated by the nonexclusive licensing of the Company’s TurnScor product are accrued monthly. As of December 31, 2019, the Company had $0 in contract assets, as well as a contract liability of $14,589 to perform on contracts. As of December 31, 2018, the Company has $0 in contract assets, however there was a commitment receivable of $9,000 from a customer’s non-refundable two-year (beginning August 28, 2018) service contract, as well as a contract liability of $39,585 to perform on that contract as of December 31, 2018. The contract liability will be reduced by $2,083 per month as the Company provides a non-exclusive, non-transferable license to use the CyberloQ Vault Services for the customer’s internal purposes and earns and recognizes related revenue. Contract Asset Contract Liability December 31, 2018 $ - $ 39,585 Less: revenue earned and recognized - (24,996 ) December 31, 2019 $ - $ 14,589 Fair Value Measurements For certain financial instruments, including accounts receivable, accounts payable, accrued expenses, interest payable, advances payable and notes payable, the carrying amounts approximate fair value due to their relatively short maturities. The Company has adopted FASB ASC 820-10, “Fair Value Measurements and Disclosures.” ● Level 1 inputs to the valuation methodology are quoted prices for identical assets or liabilities in active markets. ● Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. ● Level 3 inputs to the valuation methodology are unobservable and significant to the fair value measurement. The Company did not identify any other non-recurring assets and liabilities that are required to be presented in the balance sheets at fair value in accordance with FASB ASC 815. In February 2007, the FASB issued FAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities,” “Financial Instruments.” Segment Reporting FASB ASC 280, “Segment Reporting” Advertising Advertising costs are expensed as incurred. Advertising expense for the year ended December 31, 2019 and 2018 was $0 and $13,192 respectively. Income Taxes Deferred income taxes are provided using the liability method (in accordance with ASC 740) whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry forwards, and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all-of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of the changes in tax laws and rates of the date of enactment. When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. The benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above is reflected as a liability for unrecognized tax benefits in the accompanying balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination. Applicable interest and penalties associated with unrecognized tax benefits are classified as additional income taxes in the statements of operations. The Company is not aware of uncertain tax positions. Earnings (Loss) Per Share Earnings per share is calculated in accordance with the FASB ASC 260-10, “Earnings Per Share.” Basic earnings (loss) per share is based upon the weighted average number of common shares outstanding. Diluted earnings (loss) per share is based on the assumption that all dilutive convertible shares and stock options were converted or exercised. Dilution is computed by applying the treasury stock method. Under this method, options and warrants are assumed to be exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period. At December 31, 2019 and December 31, 2018, the Company has 250,000 and 1,125,000 warrants as well as 0 and 1,200,000 options issued (respectively) that can be exercised and could be dilutive to the existing number of shares issued and outstanding. However, due to the Company’s periods of losses, the basic weighted average is equal to the diluted weighted average shares outstanding. The computation of earnings per share of common stock is based on the weighted average number of shares outstanding at the date of the financial statements. Stock Based Compensation The Company adopted FASB ASC Topic 718 – Compensation – Stock Compensation (formerly SFAS 123R), which establishes the use of the fair value-based method of accounting for stock-based compensation arrangements under which compensation cost is determined using the fair value of stock-based compensation determined as of the date of grant and is recognized over the periods in which the related services are rendered. For stock-based compensation, the Company recognizes an expense in accordance with FASB ASC Topic 718 and values the equity securities based on the fair value of the security on the date of grant. Stock option and warrant awards are valued using the Black-Scholes option-pricing model, which according to ASC 820-10 is a level 3 value on the hierarchy. Black Scholes assumptions were calculated using stock price at grant date between $0.29 to $0.149; exercise prices between $0.15 to $0.20: life expectancy between ½ year to 5 years; and volatility ranging from 163% to 68%. Recent Accounting Pronouncements In July 2018, the FASB issued ASU 2018-07, Improvements to Nonemployee Share-Based Payment Accounting. The amendments expand the scope of ASC 718, Compensation – Stock Compensation, to include share-based payment transactions for acquiring goods and services from nonemployees and to supersede the guidance in ASC 505-50, Equity-Based Payments to Non-Employees. The accounting for nonemployee awards will now be substantially the same as current guidance for employee awards. ASU 2018-07 impacts all entities that issue awards to nonemployees in exchange for goods or services to be used or consumed in the grantor’s own operations, as well as to nonemployees of an equity method investee that provide goods or services to the investee that are used or consumed in the investee’s operations. ASU 2018-07 aligns the measurement-date guidance for employee and nonemployee awards using the current employee model, meaning that the measurement date for nonemployee equity-classified awards generally will be the grant date, while liability-classified awards generally will be the settlement date. ASU 2018-07 is effective for public business entities for fiscal years beginning after December 15, 2018, including interim periods within that fiscal year. The Company has determined that there is no retroactive effect on its financial reports from the adoption of this standard. The Company adopted ASU 2018-07 on January 1, 2019. Reclassification Certain reclassifications have been made to conform previously reported data to the current presentation. These reclassifications have no effect on our net income (loss) or financial position as previously reported. |
Fixed Assets
Fixed Assets | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Fixed Assets | NOTE 2 – FIXED ASSETS Software and computer equipment, recorded at cost, consisted of the following: December 31, 2019 December 31, 2018 Software and computer equipment $ 736,500 $ 720,750 Less: accumulated depreciation (292,090 ) (170,071 ) Property and equipment, net $ 444,410 $ 550,679 Depreciation expense was $122,019 and $120,050for the years ended December 31, 2019 and 2018, respectively. |
Going Concern
Going Concern | 12 Months Ended |
Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | NOTE 3 – GOING CONCERN The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that could result from the outcome of this uncertainty. The Company has incurred losses since Inception resulting in an accumulated deficit of $4,183,091 as of December 31, 2019 that includes a loss of $521,380 for the year ended December 31, 2019. Further losses are anticipated in the development of its business. Accordingly, there is substantial doubt about the entity’s ability to continue as a going concern within one year after the financial statements are issued. The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and, or, obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management anticipates that the Company will be dependent, for the near future, on additional investment capital to fund operating expenses. The Company intends to position itself so that it may be able to raise additional funds through the capital markets. In light of management’s efforts, there are no assurances that the Company will be successful in this or any of its endeavors or become financially viable and continue as a going concern. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Stockholders' Equity | NOTE 4 – STOCKHOLDERS’ EQUITY Common Stock The Company has 100,000,000 shares of $.001 par value common stock authorized as of December 31, 2019 and December 31, 2018. The Company has an agreement to issue 3,333,333 common shares for $300,000. Currently, the Company has collected $265,000 towards that agreement, and is disclosing the full amount and the related 3,333,333 common shares as “To be Issued”. Once the remaining stock subscription of $35,000 is collected, the Company will issue the entire 3,333,333 common shares. During 2019, the Company received $200,000 in payment for 2,000,000 shares of common stock and issued 300,000 shares to officers in conjunction with their 2018 service agreement, which were previously recorded as “Shares to be Issued” in the balance sheet. There were 68,130,515 shares of common stock issued and outstanding as of December 31, 2019. Additionally, there were 300,000 shares to officers for the current year portion of their service agreements, valued at $42,000. During 2018, the Company received $322,000 in payment for 3,203,334 shares of common stock; received $83,300 in services for 435,000 shares of common stock. Also, during 2018: The Company issued 60,000 shares of common stock in payment of $6,000 of accrued legal fees, recognizing a loss on settlement of debt of $12,000; and the Company converted $12,000 of debt into 150,000 shares, these shares were previously recorded as “Shares to be Issued” in the Balance Sheet. There were 65,830,515 shares of common stock issued and outstanding as of December 31, 2018. Preferred Stock The Company did not have any preferred stock prior to 2017. In April of 2017, the Company amended its articles of incorporation to create a new class of stock designated Series A Super Voting Preferred Stock consisting of thirty-thousand (30,000) shares at par value of $0.001 per share. Certain rights, preferences, privileges and restrictions were established for the Series A Preferred Stock as follows: (a) the amount to be represented in stated capital at all times for each share of Series A Preferred Stock shall be its par value of $0.001 per share; (b) except as otherwise required by law, holders of shares of Series A Preferred Stock shall vote together with the common stock as a single class and the holders of Series A Preferred Stock shall be entitled to five-thousand (5,000) votes per share of Series A Preferred Stock; and (c) in the event of any liquidation, dissolution or winding-up of the Company, either voluntary or involuntary, the holders of the Series A Preferred Stock shall be entitled to receive, prior and in preference to any distribution of assets of the Corporation to the holders of the common stock, the original purchase price paid for the Series A Preferred Stock. All 30,000 shares of the Series A Super Voting Preferred Stock were issued in 2017. |
Commitments
Commitments | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments | NOTE 5 – COMMITMENTS The Company rents office space on a month to month basis for its main office at 871 Venetia Bay Blvd Suite #202 Venice, FL 34285. Monthly rent for this space is $50. All conditions have been met and paid by the Company. In 2015, in conjunction with a proposed TurnScor Card platform, the Company signed Investor Royalty and Warrant Agreements with four parties. In exchange for the funds contributed by the four parties, the Company agreed to: 1. Pay the investors monthly residuals of 2.0% to 5% per month on the gross revenue after expenses generated by the Company’s primary platform in conjunction with the Company’s TurnScor Card; 2. Pay the investors a residual in perpetuity on 2% to 5% of all TurnScor Card sub-platform revenue generated; and 3. Issue warrants to investors all of which have either been exercised or expired, except for one individual that has one unexercised warrant to purchase 250,000 shares of common stock at $0.20 per share that expires in November of 2020. The Company does not plan to proceed with the TurnScor Card at this time. During fiscal year 2018, the Company wrote off $17,646 in advanced commissions paid to a sales person who dissolved their contractor agreement with the Company. The Company has commission agreements as follows: An agreement with a shareholder and director of the Company stating that the executive will be entitled to a two-and-a half-percent (2.5%) commission of the gross revenue recorded by the Company for any customer contracts that are closed by the Company at the time of and during the duration of the agreement. These commissions are payable quarterly upon receipt of customer revenues. An agreement with two sales managers granting each manager a 1% commission on the gross revenue of the Company. These commissions are payable quarterly upon receipt of customer revenues. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 6 – RELATED PARTY TRANSACTIONS Issuance of Warrants/Options All outstanding warrants and options are fully vested and exercisable. The following is a summary of the warrants issued and outstanding in connection with common stock: Weighted Avg Price Weighted Avg Life January 1, 2018 2,250,000 $ 0.19 0.58 Granted - Exercised (500,000 ) Forfeited (625,000 ) December 31, 2018 1,125,000 $ 0.19 0.90 Granted - Exercised - Forfeited (875,000 ) December 31, 2019 250,000 $ 0.20 0.92 During 2016 and 2017, a director of the Company was issued two warrants to acquire a total of 1,250,000 shares of common stock. One warrant to acquire 625,000 shares of common stock expired on June 19, 2018, and the other warrant to acquire 625,000 shares of common stock expired on June 28, 2019. Both warrants were exercisable at $0.20 per share. During 2018, the Company revalued the warrants based on information that caused a recalculation of the 1,250,000 warrants value from $51,592, as disclosed in the December 31, 2017 footnote, to the corrected amount of $96,643. This re-valuation had no material impact on 2017, given that the majority of expense was recorded in 2018 and 2019. For 2019 and 2018, stock compensation expense for warrants was $18,570 and $78,073, respectively and all outstanding warrants have been fully expensed. The following is a summary of the options issued in connection with common stock: Weighted Avg Price Weighted Avg Life January 1, 2018 - Granted 1,200,000 Exercised - Forfeited - December 31, 2018 1,200,000 $ 0.15 4.38 Granted - Exercised - Forfeited (1,200,000 ) December 31, 2019 - During 2018, the Company issued 1,200,000 non-qualified options to an independent contractor that were exercisable at $0.15 per share and had a term of five years. During 2019, the Company entered into an Option Amendment Agreement with the independent contractor reducing the term of the options that expired in November 2019. For 2019 and 2018, stock compensation expense for options was $0 and $232,938, respectively. Related Party Loans Payable The following is a summary of related party loans payable: For the Periods Ended December 31, 2019 December 31, 2018 Loans payable – stockholders $ 30,000 $ 45,000 Loans from related parties $ 35,000 $ - Loans Payable - Stockholders On December 29, 2014, the Company entered into a partially-convertible promissory note with a stockholder in the amount of $35,000. In January of 2015, the shareholder partially-exercised its conversion option, and in May of 2016 the shareholder exercised the remainder of its conversion option. In December 2017, the remaining unpaid principal and interest due on the note was settled in full for a $50,000 note and the Company recognized $151,324 in gain on settlement of debt. The $50,000 note has a current principle balance of $35,000, a stated interest rate of 0%, required payments of $5,000 on or before June 10, 2019, $5,000 on or before August 10, 2019 and the remainder due by the extended due date of September 15, 2019. As of December 31, 2019, the payments due have not been extended, and the Company plans to repay the notes in 2020. Loans from Related Parties On November 7, 2019, the Company received a loan from a director in the amount of $30,000, with an interest rate of 0%. The loan was repaid in February 2020. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 7 – INCOME TAXES At December 31, 2019, the Company had available federal net operating loss carry forwards to reduce future taxable income. The amount available was approximately $3,350,253 for federal purposes. The federal net operating loss carry forwards begin to expire in 2029. Given the Company’s history of net operating losses, management has determined that it is more likely than not that the Company will not be able to realize the tax benefit of the net operating loss carry forwards. Accordingly, the Company has recognized a valuation allowance that offsets the deferred tax asset for this benefit. FASB ASC Topic 740 – Income Taxes (formerly SFAS 109) requires that the Company establish a valuation allowance when it is more likely than not that all or a portion of deferred tax assets will not be realized. Due to restrictions imposed by Internal Revenue Code Section 382 regarding substantial changes in ownership of companies with net operating loss carry forwards, the utilization of the Company’s net operating loss carry- forward will likely be limited as a result of cumulative changes in stock ownership. The Company has not recognized a deferred asset and, as a result, the change in stock ownership will not result in any change to the valuation allowances. Upon the attainment of taxable income by the Company, management will assess the likelihood of realizing the tax benefit associated with the use of the carry forwards and will recognize a deferred tax asset at that time. The provision for Federal income tax consists of the following: For the Year Ended December 31, 2019 2018 Federal income tax benefit attributable to: Net operating loss $ 98,558 $ 218,496 Less: valuation allowance $ (98,558 ) $ (218,496 ) Provision for Federal tax benefit $ - $ - The Tax Cuts and Jobs Act of 2018 will reduce the dollar value of the net operating loss carry-forwards due to the corporate tax rate decrease to 21%. However, the actual benefit will remain because, if allowed, the losses from prior years will offset taxable income in future years regardless of the tax rate. The cumulative tax effect at the expected rate of 21% of significant items comprising our net deferred tax amount is as follows: For the Year Ended December 31, 2019 2018 Deferred tax assets attributable to: Net operating loss carryover $ 788,401 $ 604,995 Prior year adjustment $ - $ 84,848 Less: valuation allowance $ (788,401 ) $ (689,843 ) Net deferred tax assets $ - $ - The Company files income tax returns in the U.S. federal jurisdiction and various states. The Company is current on all income tax filings. The Company is subject to U.S. federal or state income tax examinations by tax authorities for three years following the filing of such returns. During the periods open to examination, the Company has net operating loss and tax credit carry forwards for U.S. federal and state tax purposes that have attributes from closed periods. Since these NOL’s and tax credit carry forwards may be utilized in future periods, they remain subject to examination. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 8 – SUBSEQUENT EVENTS On January 6, 2020, the Company issued 512,000 shares of common stock to one of the Company’s directors at $0.065 per share, for a total of $33,333. On January 22, 2020, the Company issued 512,000 shares of common stock at $0.065 per share, for a total of $33,333. On March 18, 2020, the Company entered into a three month agreement with Smallcapvoice.com, Inc. for investor relations services in exchange for 80,000 shares of the Company’s common stock. At that time, the Company’s common shares were trading at $0.10. The shares are restricted from sale or transfer until September 14, 2020. Other than the foregoing, the Company is not aware of any subsequent events through the date of this filing that require disclosure or recognition in these financial statements. In addition, there exists no information required to be disclosed by the Company in a report on Form 8-K during the three-month period ended December 31, 2019, but not already reported. As described in Note 7, a loan from a director in the amount of $30,000, with an interest rate of 0% was repaid in February 2020. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Organization and Nature of Business | Organization and Nature of Business CyberloQ Technologies Inc. (“CLOQ”, ‘We” or the “Company”) is a development-stage technology company focused on fraud prevention and credit management. The Company was originally incorporated as Advanced Credit Technologies, Inc. in the State of Nevada on February 25, 2008. On November 20, 2019, the Company changed its name from Advanced Credit Technologies, Inc. to CyberloQ Technologies, Inc. The Company offers a proprietary software platform branded as CyberloQ® . While previously the Company licensed CyberloQ, in the third quarter of 2017, the Company acquired the CyberloQ technology and is now the exclusive owner of CyberloQ. CyberloQ is a banking fraud prevention technology that is offered to institutional clients in order to combat fraudulent transactions and unauthorized access to customer accounts. Through the use of a customer’s smart-phone, CyberloQ uses a multi-factor authentication system to control access to a bank card, transaction type or amount, website, database or digital service. The mobile applications for CyberloQ have been built, and have been successfully integrated into the banking ecosystem. The CyberloQ Vault is a “cloud based’ security protocol that allows clients the ability to send/receive secure data without having to use traditional e-mail which is prone to a breach. This CyberloQ service uses cloud-based encryption and a secure web portal to send/receive confidential data, the sender and receiver both must have authenticated their position within the prescribed geo coordinates as well as authenticate their mobile devices prior to sending/receiving any data. Thus, rendering a hack or breach utterly useless for the encrypted data is unusable without the CyberloQ authentication component. In addition to CyberloQ, the Company offers a web-based proprietary software platform under the brand name TurnScor® which allows customers to monitor and manage their credit from the privacy of their own homes. Although individuals can sign-up for TurnScor on their own, the Company also intends to market TurnScor to certain institutional clients, where appropriate, in conjunction with CyberloQ as a value-added benefit to offer their customers. On June 15, 2017, the Company created a private limited company in the United Kingdom named CyberloQ Technologies LTD. CyberloQ Technologies LTD is a wholly-owned subsidiary of the Company, and any business that the Company has in the United Kingdom will be transacted through CyberloQ Technologies LTD. However, to date CyberloQ Technologies LTD has not had any operating activity or generated any revenue for the Company. |
Basis of Presentation | Basis of Presentation The financial statements of the Company have been prepared using the accrual basis of accounting in accordance with generally accepted accounting principles in the United States of America and the rules of the Securities and Exchange Commission. All amounts are presented in U.S. dollars. The Company has adopted a December 31 fiscal year end. Principles of Consolidation – The consolidated financial statements include the accounts of the Company and its wholly-owned or controlled operating subsidiaries. All intercompany accounts and transactions have been eliminated. |
Use of Estimates | Use of Estimates In preparing these financial statements, management makes estimates and assumptions that affect the reported amounts of assets and liabilities in the balance sheets and revenues and expenses during the year reported. Actual results may differ from these estimates. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash equivalents are comprised of certain highly liquid investments with maturities of three months or less when purchased. The Company maintains its cash in bank deposit accounts, which at times, may exceed federally insured limits. As of December 31, 2019, and December 31, 2018, the Company had no deposits in excess of federally-insured limits. |
Research and Development, Software Development Costs, and Internal Use Software Development Costs | Research and Development, Software Development Costs, and Internal Use Software Development Costs Software development costs are accounted for in accordance with ASC Topic No. 985. Software development costs are capitalized once technological feasibility of a product is established and such costs are determined to be recoverable. For products where proven technology exists, this may occur very early in the development cycle. Factors we consider in determining when technological feasibility has been established include (i) whether a proven technology exists; (ii) the quality and experience levels of the individuals developing the software; (iii) whether the software is similar to previously developed software which has used the same or similar technology; and (iv) whether the software is being developed with a proven underlying engine. Technological feasibility is evaluated on a product-by-product basis. Capitalized costs for those products that are canceled or abandoned are charged immediately to cost of sales. The recoverability of capitalized software development costs is evaluated on the expected performance of the specific products for which the costs relate. Internal use software development costs are accounted for in accordance with ASC Topic No. 350 which requires the capitalization of certain external and internal computer software costs incurred during the application development stage. The application development stage is characterized by software design and configuration activities, coding, testing and installation. Training costs and maintenance are expensed as incurred, while upgrades and enhancements are capitalized if it is probable that such expenditures will result in additional functionality. In accounting for website software development costs, we have adopted the provisions of ASC Topic No. 350. ASC Topic No. 350 provides that certain planning and training costs incurred in the development of website software be expensed as incurred, while application development stage costs are to be capitalized. During the periods ended December 31, 2019 and 2018, we expensed $6,193 and $30,642, respectively, for expenditures on research and development. None was paid to related parties. |
Fixed Assets, Intangibles and Long-Lived Assets | Fixed Assets, Intangibles and Long-Lived Assets The Company records its fixed assets at historical cost. The Company expenses maintenance and repairs as incurred. Upon disposition of fixed assets, the gross cost and accumulated depreciation are written off and the difference between the proceeds and the net book value is recorded as a gain or loss on sale of assets. The Company depreciates its fixed assets over their respective estimated useful lives ranging from three to fifteen years. The Company follows FASB ASC 360-10, “Property, Plant, and Equipment,” |
Revenue Recognition | Revenue Recognition Effective January 1, 2018, the Company adopted the requirements of ASU No. 2014-09, Revenue from Contracts with Customers: Topic 606 Revenue Recognition Policy Under ASC 606, the Company recognizes revenue upon transfer of control of promised products or services to customers in an amount that reflects the consideration the Company expects to receive in exchange for those products or services. To achieve the core principle of ASC 606, the Company performs the following steps: 1) Identify the contract(s) with a customer; 2) Identify the performance obligations in the contract; 3) Determine the transaction price; 4) Allocate the transaction price to the performance obligations in the contract; and 5) Recognize revenue when (or as) we satisfy a performance obligation. The Company derives its revenue from development, customization and user fees for the CyberloQ banking fraud technology products, including CyberloQ Vault, and from licensing fees for the TurnScor product. The revenue derived from the CyberloQ banking fraud technology products are comprised of two components. First, there is a development and customization fee paid to the Company to integrate CyberloQ with the banking institution or program manager’s ecosystem in order to add the CyberloQ authentication to the bank’s payment cards, website or digital service. This fee is customarily paid in multiple payments based upon the Company reaching certain milestones as set forth in the scope of work for each customer. Since completion of a milestone is subject to each customer’s approval, there are significant judgments involved in the determination of timing and satisfaction of performance obligations and the payments are recognized as revenue upon the completion of each milestone. Second, revenue from user fees are accrued monthly based over the number of individual card users each month. The revenue derived from CyberloQ Vault is also comprised of two components. First, there is a development and customization fee paid to the Company to build a customized cloud-based encryption and a secure web portal to send/receive confidential data. This fee is customarily paid in multiple payments based upon the Company reaching certain milestones as set forth in the scope of work for each customer. Since completion of a milestone is subject to each customer’s approval, there are significant judgments involved in the determination of timing and satisfaction of performance obligations and the payments are recognized as revenue over the completion of each milestone. Second, revenue from a monthly user fee is accrued monthly based upon the number of individual users of the product each month. License fees generated by the nonexclusive licensing of the Company’s TurnScor product are accrued monthly. As of December 31, 2019, the Company had $0 in contract assets, as well as a contract liability of $14,589 to perform on contracts. As of December 31, 2018, the Company has $0 in contract assets, however there was a commitment receivable of $9,000 from a customer’s non-refundable two-year (beginning August 28, 2018) service contract, as well as a contract liability of $39,585 to perform on that contract as of December 31, 2018. The contract liability will be reduced by $2,083 per month as the Company provides a non-exclusive, non-transferable license to use the CyberloQ Vault Services for the customer’s internal purposes and earns and recognizes related revenue. Contract Asset Contract Liability December 31, 2018 $ - $ 39,585 Less: revenue earned and recognized - (24,996 ) December 31, 2019 $ - $ 14,589 |
Fair Value Measurements | Fair Value Measurements For certain financial instruments, including accounts receivable, accounts payable, accrued expenses, interest payable, advances payable and notes payable, the carrying amounts approximate fair value due to their relatively short maturities. The Company has adopted FASB ASC 820-10, “Fair Value Measurements and Disclosures.” ● Level 1 inputs to the valuation methodology are quoted prices for identical assets or liabilities in active markets. ● Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. ● Level 3 inputs to the valuation methodology are unobservable and significant to the fair value measurement. The Company did not identify any other non-recurring assets and liabilities that are required to be presented in the balance sheets at fair value in accordance with FASB ASC 815. In February 2007, the FASB issued FAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities,” “Financial Instruments.” |
Segment Reporting | Segment Reporting FASB ASC 280, “Segment Reporting” |
Advertising | Advertising Advertising costs are expensed as incurred. Advertising expense for the year ended December 31, 2019 and 2018 was $0 and $13,192 respectively. |
Income Taxes | Income Taxes Deferred income taxes are provided using the liability method (in accordance with ASC 740) whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry forwards, and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all-of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of the changes in tax laws and rates of the date of enactment. When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. The benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above is reflected as a liability for unrecognized tax benefits in the accompanying balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination. Applicable interest and penalties associated with unrecognized tax benefits are classified as additional income taxes in the statements of operations. The Company is not aware of uncertain tax positions. |
Earnings (Loss) Per Share | Earnings (Loss) Per Share Earnings per share is calculated in accordance with the FASB ASC 260-10, “Earnings Per Share.” Basic earnings (loss) per share is based upon the weighted average number of common shares outstanding. Diluted earnings (loss) per share is based on the assumption that all dilutive convertible shares and stock options were converted or exercised. Dilution is computed by applying the treasury stock method. Under this method, options and warrants are assumed to be exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period. At December 31, 2019 and December 31, 2018, the Company has 250,000 and 1,125,000 warrants as well as 0 and 1,200,000 options issued (respectively) that can be exercised and could be dilutive to the existing number of shares issued and outstanding. However, due to the Company’s periods of losses, the basic weighted average is equal to the diluted weighted average shares outstanding. The computation of earnings per share of common stock is based on the weighted average number of shares outstanding at the date of the financial statements. |
Stock Based Compensation | Stock Based Compensation The Company adopted FASB ASC Topic 718 – Compensation – Stock Compensation (formerly SFAS 123R), which establishes the use of the fair value-based method of accounting for stock-based compensation arrangements under which compensation cost is determined using the fair value of stock-based compensation determined as of the date of grant and is recognized over the periods in which the related services are rendered. For stock-based compensation, the Company recognizes an expense in accordance with FASB ASC Topic 718 and values the equity securities based on the fair value of the security on the date of grant. Stock option and warrant awards are valued using the Black-Scholes option-pricing model, which according to ASC 820-10 is a level 3 value on the hierarchy. Black Scholes assumptions were calculated using stock price at grant date between $0.29 to $0.149; exercise prices between $0.15 to $0.20: life expectancy between ½ year to 5 years; and volatility ranging from 163% to 68%. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In July 2018, the FASB issued ASU 2018-07, Improvements to Nonemployee Share-Based Payment Accounting. The amendments expand the scope of ASC 718, Compensation – Stock Compensation, to include share-based payment transactions for acquiring goods and services from nonemployees and to supersede the guidance in ASC 505-50, Equity-Based Payments to Non-Employees. The accounting for nonemployee awards will now be substantially the same as current guidance for employee awards. ASU 2018-07 impacts all entities that issue awards to nonemployees in exchange for goods or services to be used or consumed in the grantor’s own operations, as well as to nonemployees of an equity method investee that provide goods or services to the investee that are used or consumed in the investee’s operations. ASU 2018-07 aligns the measurement-date guidance for employee and nonemployee awards using the current employee model, meaning that the measurement date for nonemployee equity-classified awards generally will be the grant date, while liability-classified awards generally will be the settlement date. ASU 2018-07 is effective for public business entities for fiscal years beginning after December 15, 2018, including interim periods within that fiscal year. The Company has determined that there is no retroactive effect on its financial reports from the adoption of this standard. The Company adopted ASU 2018-07 on January 1, 2019. |
Reclassification | Reclassification Certain reclassifications have been made to conform previously reported data to the current presentation. These reclassifications have no effect on our net income (loss) or financial position as previously reported. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Schedule of Contract Asset and Contract Liability | Contract Asset Contract Liability December 31, 2018 $ - $ 39,585 Less: revenue earned and recognized - (24,996 ) December 31, 2019 $ - $ 14,589 |
Fixed Assets (Tables)
Fixed Assets (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Software and computer equipment, recorded at cost, consisted of the following: December 31, 2019 December 31, 2018 Software and computer equipment $ 736,500 $ 720,750 Less: accumulated depreciation (292,090 ) (170,071 ) Property and equipment, net $ 444,410 $ 550,679 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Related Party Transactions [Abstract] | |
Summary of Warrants Issued and Outstanding | The following is a summary of the warrants issued and outstanding in connection with common stock: Weighted Avg Price Weighted Avg Life January 1, 2018 2,250,000 $ 0.19 0.58 Granted - Exercised (500,000 ) Forfeited (625,000 ) December 31, 2018 1,125,000 $ 0.19 0.90 Granted - Exercised - Forfeited (875,000 ) December 31, 2019 250,000 $ 0.20 0.92 |
Summary of Options Issued | The following is a summary of the options issued in connection with common stock: Weighted Avg Price Weighted Avg Life January 1, 2018 - Granted 1,200,000 Exercised - Forfeited - December 31, 2018 1,200,000 $ 0.15 4.38 Granted - Exercised - Forfeited (1,200,000 ) December 31, 2019 - |
Schedule of Related Party Loans Payable | The following is a summary of related party loans payable: For the Periods Ended December 31, 2019 December 31, 2018 Loans payable – stockholders $ 30,000 $ 45,000 Loans from related parties $ 35,000 $ - |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Schedule of Provision for Income Taxes | The provision for Federal income tax consists of the following: For the Year Ended December 31, 2019 2018 Federal income tax benefit attributable to: Net operating loss $ 98,558 $ 218,496 Less: valuation allowance $ (98,558 ) $ (218,496 ) Provision for Federal tax benefit $ - $ - |
Schedule of Deferred Tax Assets | The cumulative tax effect at the expected rate of 21% of significant items comprising our net deferred tax amount is as follows: For the Year Ended December 31, 2019 2018 Deferred tax assets attributable to: Net operating loss carryover $ 788,401 $ 604,995 Prior year adjustment $ - $ 84,848 Less: valuation allowance $ (788,401 ) $ (689,843 ) Net deferred tax assets $ - $ - |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) | 12 Months Ended | |
Dec. 31, 2019USD ($)Segment$ / sharesshares | Dec. 31, 2018USD ($)shares | |
Cash FDIC insured amount | ||
Research and development expense | 6,193 | 30,642 |
Impairment losses on long-lived assets | ||
Contract asset | 0 | 0 |
Contract liability | 14,589 | 39,585 |
Commitment receivable | 9,000 | |
Contract with customer liability reduced | $ 2,083 | |
Operating segment | Segment | 1 | |
Advertising expense | $ 0 | $ 13,192 |
Income tax examination, likelihood percentage | Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. | |
Warrants [Member] | ||
Computation of earnings per share, amount | shares | 250,000 | 1,125,000 |
Options [Member] | ||
Computation of earnings per share, amount | shares | 0 | 1,200,000 |
Stock Option and Warrant Awards [Member] | ||
Volatility, minimum | 163.00% | |
Volatility, maximum | 68.00% | |
Minimum [Member] | ||
Estimated useful lives of fixed assets | 3 years | |
Minimum [Member] | Stock Option and Warrant Awards [Member] | ||
Stock price | $ / shares | $ 0.29 | |
Exercise prices | $ / shares | $ 0.15 | |
Life expectancy | 6 months | |
Maximum [Member] | ||
Estimated useful lives of fixed assets | 15 years | |
Maximum [Member] | Stock Option and Warrant Awards [Member] | ||
Stock price | $ / shares | $ 0.149 | |
Exercise prices | $ / shares | $ 0.20 | |
Life expectancy | 5 years |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Contract Asset and Contract Liability (Details) | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Accounting Policies [Abstract] | |
Beginning Balance, Contract Asset | $ 0 |
Less revenue earned and recognized | |
Ending Balance, Contract Asset | 0 |
Beginning Balance, Contract Liability | 39,585 |
Less revenue earned and recognized | (24,996) |
Ending Balance, Contract Liability | $ 14,589 |
Fixed Assets (Details Narrative
Fixed Assets (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 122,019 | $ 120,050 |
Fixed Assets - Schedule of Prop
Fixed Assets - Schedule of Property and Equipment (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Property, Plant and Equipment [Abstract] | ||
Software and computer equipment | $ 736,500 | $ 720,750 |
Less: accumulated depreciation | (292,090) | (170,071) |
Property and equipment, net | $ 444,410 | $ 550,679 |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accumulated deficit | $ (4,183,091) | $ (3,661,711) |
Net loss | $ (521,380) | $ (1,040,459) |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) - USD ($) | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Apr. 30, 2017 | |
Class of Stock [Line Items] | ||||
Common stock - shares authorized | 100,000,000 | 100,000,000 | ||
Common stock - par value | $ 0.001 | $ 0.001 | ||
Number of common shares issued during period, value | $ 315,000 | $ 472,001 | ||
Proceeds from issuance of common stock | $ 200,000 | 322,000 | ||
Number of shares sold | 2,000,000 | |||
Stock issued for services, amount | 131,300 | |||
Loss on settlement of debt | 12,000 | |||
Shares issued for conversion of debt, amount | $ 12,000 | |||
Shares issued for conversion of debt, shares | 150,000 | |||
Common stock, shares issued | 68,130,515 | 65,830,515 | ||
Common stock, shares outstanding | 68,130,515 | 65,830,515 | ||
Preferred stock, shares authorized | 30,000 | 30,000 | ||
Preferred stock, par value | $ 0.001 | $ 0.001 | ||
Preferred stock , description | Certain rights, preferences, privileges and restrictions were established for the Series A Preferred Stock as follows: (a) the amount to be represented in stated capital at all times for each share of Series A Preferred Stock shall be its par value of $0.001 per share; (b) except as otherwise required by law, holders of shares of Series A Preferred Stock shall vote together with the common stock as a single class and the holders of Series A Preferred Stock shall be entitled to five-thousand (5,000) votes per share of Series A Preferred Stock; and (c) in the event of any liquidation, dissolution or winding-up of the Company, either voluntary or involuntary, the holders of the Series A Preferred Stock shall be entitled to receive, prior and in preference to any distribution of assets of the Corporation to the holders of the common stock, the original purchase price paid for the Series A Preferred Stock. All 30,000 shares of the Series A Super Voting Preferred Stock were issued in 2017. | |||
Preferred stock, shares issued | 30,000 | 30,000 | ||
Officers [Member] | 2018 Service Agreement [Member] | ||||
Class of Stock [Line Items] | ||||
Stock issued for services, amount | $ 42,000 | |||
Stock issued for services, shares | 300,000 | |||
Common Stock [Member] | ||||
Class of Stock [Line Items] | ||||
Proceeds from issuance of common stock | $ 322,000 | |||
Number of shares sold | 3,203,334 | |||
Stock issued for services, amount | $ 83,330 | |||
Stock issued for services, shares | 435,000 | |||
Loss on settlement of debt | $ 12,000 | |||
Common Stock for Legal Fees [Member] | ||||
Class of Stock [Line Items] | ||||
Number of common shares issued during period | 60,000 | |||
Number of common shares issued during period, value | $ 6,000 | |||
Stock Subscription [Member] | ||||
Class of Stock [Line Items] | ||||
Number of common shares issued during period | 3,333,333 | |||
Number of common shares issued during period, value | $ 35,000 | |||
Common Stock (Issued) [Member] | ||||
Class of Stock [Line Items] | ||||
Number of common shares issued during period | 3,333,333 | |||
Number of common shares issued during period, value | $ 300,000 | |||
Collected amount towards that agreement | $ 265,000 | |||
Series A Preferred Stock [Member] | ||||
Class of Stock [Line Items] | ||||
Preferred stock, shares authorized | 30,000 | |||
Preferred stock, par value | $ 0.001 | |||
Preferred stock, shares issued | 30,000 |
Commitments (Details Narrative)
Commitments (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Rent expense, monthly | $ 50 | |
Sales Person [Member] | ||
Commission paid | $ 17,646 | |
Royalty and Warrant Agreement [Member] | ||
Common stock purchase warrants, shares | 250,000 | |
Exercise price | $ 0.20 | |
Warrrant expiry description | November of 2020 | |
Commission Agreements [Member] | ||
Commission agreements description | An agreement with a shareholder and director of the Company stating that the executive will be entitled to a two-and-a half-percent (2.5%) commission of the gross revenue recorded by the Company for any customer contracts that are closed by the Company at the time of and during the duration of the agreement. These commissions are payable quarterly upon receipt of customer revenues. An agreement with two sales managers granting each manager a 1% commission on the gross revenue of the Company. | |
Commission Agreements [Member] | Two Sales Managers [Member] | ||
Gross revenue commissions, percentage | 1.00% | |
Minimum [Member] | ||
Investors monthly residuals | 2.00% | |
Maximum [Member] | ||
Investors monthly residuals | 5.00% |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | Nov. 07, 2019 | Aug. 10, 2019 | Jun. 10, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 29, 2014 |
Related Party Transaction [Line Items] | ||||||||
Warrants to acquire shares | 1,250,000 | 1,250,000 | 1,250,000 | |||||
Warrants | $ 51,592 | |||||||
Warrants revalued | 96,643 | |||||||
Stock based compensation | $ 60,570 | 442,311 | ||||||
Gain of Settlement of Debt | (12,000) | |||||||
Repayments of debt | $ 5,000 | $ 5,000 | ||||||
Debt interest percentage | 0.00% | |||||||
Proceeds from notes payable | $ 30,000 | 30,000 | ||||||
Debt repayment, description | Repaid in February 2020. | |||||||
Loan Payable to Stockholders [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Convertible promissory notes | $ 35,000 | $ 35,000 | ||||||
Settlement of notes payable | $ 50,000 | |||||||
Gain of Settlement of Debt | $ 151,324 | |||||||
Debt interest percentage | 0.00% | |||||||
Debt instrument, extended due date | The payments due have not been extended, and the Company plans to repay the notes in 2020. | |||||||
Independent Contractor [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Price per share | $ 0.15 | |||||||
Non-qualified stock option awards | 1,200,000 | |||||||
Warrant term | 5 years | |||||||
Independent Contractor [Member] | Option Amendment Agreement [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Stock based compensation | $ 0 | $ 232,938 | ||||||
Warrants [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Stock based compensation | $ 18,570 | $ 78,073 | ||||||
Warrant 1 [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Warrants to acquire shares | 625,000 | |||||||
Warrants, maturity date | Jun. 28, 2019 | |||||||
Price per share | $ 0.20 | |||||||
Other Warrant [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Warrants to acquire shares | 625,000 | |||||||
Warrants, maturity date | Jun. 28, 2019 | |||||||
Price per share | $ 0.20 |
Related Party Transactions - Su
Related Party Transactions - Summary of Warrants Issued and Outstanding (Details) - Warrants [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Number of Shares Subject to Warrants, Outstanding, beginning balance | 1,125,000 | 2,250,000 |
Number of Shares Subject to Warrants Outstanding, Granted | ||
Number of Shares Subject to Warrants Outstanding, Exercised | (500,000) | |
Number of Shares Subject to Warrants Outstanding, Forfeited | (875,000) | (625,000) |
Number of Shares Subject to Warrants, Outstanding, ending balance | 250,000 | 1,125,000 |
Weighted avg. Exercise Price, outstanding, beginning balance | $ 0.19 | $ 0.19 |
Weighted avg. Exercise Price, outstanding and exercisable, ending balance | $ 0.20 | $ 0.19 |
Weighted Average Remaining Contractual Life Warrants Outstanding, Beginning | 10 months 25 days | 6 months 29 days |
Weighted Average Remaining Contractual Life Warrants Outstanding Ending | 11 months 1 day | 10 months 25 days |
Related Party Transactions - _2
Related Party Transactions - Summary of Options Issued (Details) - Options [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Number of shares, Options Outstanding, Beginning balance | 1,200,000 | |
Number of shares, Options granted | 1,200,000 | |
Number of shares, Options exercised | ||
Number of shares, Options forfeited | (1,200,000) | |
Number of shares, Options Outstanding, Ending balance | 1,200,000 | |
Weighted Avg. Exercise Price, Options Outstanding, Beginning balance | $ 0.15 | |
Weighted Avg. Exercise Price, Options Outstanding, Ending balance | $ 0.15 | |
Weighted Avg. Remaining Contractual Life, Options outstanding | 4 years 4 months 17 days |
Related Party Transactions - Sc
Related Party Transactions - Schedule of Related Party Loans Payable (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Related Party Transactions [Abstract] | ||
Loans payable - stockholders | $ 35,000 | $ 45,000 |
Loans from related parties | $ 30,000 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Income Tax Disclosure [Abstract] | |
Available ferderal amount | $ 3,350,253 |
Net operating loss carry forward expiry date description | Net operating loss carry forwards begin to expire in 2029. |
Corporate tax rate | 21.00% |
Income Taxes - Schedule of Prov
Income Taxes - Schedule of Provision for Income Taxes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
Federal income tax benefit attributable to: Net operating loss | $ 98,558 | $ 218,496 |
Less: valuation allowance | (98,558) | (218,496) |
Provision for Federal tax benefit |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Income Tax Disclosure [Abstract] | ||
Deferred tax assets attributable to: Net operating loss carryover | $ 788,401 | $ 604,995 |
Prior year adjustment | 84,848 | |
Less: valuation allowance | (788,401) | (689,843) |
Net deferred tax assets |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Mar. 18, 2020 | Jan. 22, 2020 | Jan. 06, 2020 | Nov. 07, 2019 | Dec. 31, 2019 | Dec. 31, 2018 |
Stock issued during period, new issues | $ 315,000 | $ 472,001 | ||||
Proceeds from notes payable | $ 30,000 | $ 30,000 | ||||
Debt interest percentage | 0.00% | |||||
Debt repayment, description | Repaid in February 2020. | |||||
Subsequent Event [Member] | ||||||
Stock issued during period, shares | 512,000 | |||||
Stock issued during period, new issues | $ 33,333 | |||||
Share issued price per share | $ 0.065 | |||||
Subsequent Event [Member] | Three Month Agreement [Member] | Investor [Member] | Smallcapvoice.com, Inc. [Member] | ||||||
Share issued price per share | $ 0.10 | |||||
Number of common stock exchanged for services, shares | 80,000 | |||||
Subsequent Event [Member] | Director [Member] | ||||||
Stock issued during period, shares | 512,000 | |||||
Stock issued during period, new issues | $ 33,333 | |||||
Share issued price per share | $ 0.065 |