Document and Entity Information
Document and Entity Information - $ / shares | May 21, 2018 | Mar. 31, 2018 |
Details | ||
Registrant Name | NORTHSIGHT CAPITAL, INC. | |
Registrant CIK | 1,439,397 | |
SEC Form | 10-Q | |
Period End date | Mar. 31, 2018 | |
Fiscal Year End | --12-31 | |
Trading Symbol | ncap | |
Tax Identification Number (TIN) | 262,727,362 | |
Number of common stock shares outstanding | 130,578,741 | |
Filer Category | Smaller Reporting Company | |
Current with reporting | Yes | |
Voluntary filer | No | |
Well-known Seasoned Issuer | No | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q1 | |
Entity Incorporation, State Country Name | Nevada | |
Entity Address, Address Line One | 7580 E Gray Rd., Ste 103 | |
Entity Address, City or Town | Scottsdale | |
Entity Address, State or Province | AZ | |
Entity Address, Postal Zip Code | 85,260 | |
City Area Code | 480 | |
Local Phone Number | 385-3893 | |
Entity Listing, Par Value Per Share | $ 0.001 |
Consolidated Balance Sheets (Ma
Consolidated Balance Sheets (March 31, 2018 unaudited) - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 |
Current Assets | ||
Cash | $ 2,419 | $ 612 |
Prepaid expenses | 217,808 | 291,781 |
Stock subscription receivable | 0 | 15,000 |
Total Current Assets | 220,227 | 307,393 |
Web development costs, net $221,539 and $207,315 amortization | 90,373 | 104,597 |
Goodwill | 295,200 | 0 |
Other Intangibles, net $27,027 amortization | 445,543 | 0 |
Total Assets | 1,051,343 | 411,990 |
Current Liabilities | ||
Accounts payable and accrued expenses | 219,684 | 219,800 |
Accounts payable and accrued expenses - related party | 943,485 | 878,400 |
Notes payable - related party | 2,165,593 | 2,000,293 |
Notes payable | 159,900 | 79,900 |
Derivative Liability, Current | 17,968 | 0 |
Total Current Liabilities | 3,506,630 | 3,178,393 |
Noncurrent Liabilities | ||
Convertible notes payable, net debt discounts | 68,013 | 0 |
Notes payable - related party | 400,000 | 400,000 |
Total Liabilities | 3,974,643 | 3,578,393 |
Stockholders' Deficit | ||
Common Stock, Value | 130,579 | 121,018 |
Additional paid-in capital | 19,354,639 | 18,638,874 |
Accumulated deficit | (22,408,518) | (21,926,295) |
Total Stockholders' Deficit | (2,923,300) | (3,166,403) |
Total Liabilities and Stockholders' Deficit | $ 1,051,343 | $ 411,990 |
Consolidated Balance Sheets (M3
Consolidated Balance Sheets (March 31, 2018 unaudited) - Parenthetical - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 |
Common Stock, Shares Authorized | 200,000,000 | 200,000,000 |
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Common Stock, Shares, Issued | 130,578,741 | 121,018,241 |
Common Stock, Shares, Outstanding | 130,578,741 | 121,018,241 |
Web development | ||
Finite-Lived Intangible Assets, Accumulated Amortization | $ 221,539 | $ 207,315 |
Finite-Lived Intangible Assets | ||
Finite-Lived Intangible Assets, Accumulated Amortization | $ 27,027 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Details | ||
Revenues | $ 12,763 | $ 3,165 |
Operating Expenses: | ||
General administrative | 392,956 | 56,165 |
Consulting expense - related party | 45,000 | 45,000 |
Professional fees | 88,833 | 51,933 |
Rent - related party | 0 | 34,500 |
Total operating expenses | 526,789 | 187,598 |
Loss From Operations | (514,026) | (184,433) |
Other Income (Expense) | ||
Gain on extinguishment | 62,912 | 0 |
Interest expense | (32,628) | (17,323) |
Gain on derivatives | 1,519 | 0 |
Total other income (expense) | 31,803 | (17,323) |
Net Loss | $ (482,223) | $ (201,756) |
Loss per Common Share - Basic and Diluted | $ 0 | $ 0 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Cash Flows From Operating Activities | ||
Net loss | $ (482,223) | $ (201,756) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation of property and equipment | 0 | 1,037 |
Amortization of web development costs | 14,224 | 18,091 |
Amortization of intangible assets | 27,027 | 0 |
Amortization of debt discounts | 2,500 | 0 |
Gain on extinguishment of debt | (62,912) | 0 |
Stock issued for consulting | 77,001 | 0 |
Stock issued for debt commitment | 23,400 | 0 |
Gain on derivatives | (1,519) | 0 |
Changes in operating assets and liabilities: | ||
Prepaid expenses | 73,973 | 0 |
Accounts payable and accrued expenses | (19,449) | 27,805 |
Accounts payable - related party | 65,085 | 78,406 |
Net Cash Used In Operating Activities | (282,893) | (76,417) |
Cash Flows From by Investing Activities | ||
Cash acquired in conjunction with business acquisition | 4,400 | 0 |
Net Cash Provided by Investing Activities | 4,400 | 0 |
Cash Flows From Financing Activities | ||
Proceeds from equity receivable | 30,000 | 0 |
Proceeds from convertible notes payable | 85,000 | 0 |
Proceeds from notes payable - related party | 172,300 | 105,699 |
Payments on notes payable - related party | (7,000) | (43,488) |
Net Cash Provided by Financing Activities | 280,300 | 62,211 |
Net Increase (Decrease) In Cash | 1,807 | (14,206) |
Cash, Beginning of Period | 612 | 14,405 |
Cash, End of Period | 2,419 | 199 |
Supplemental Disclosure of Cash Flow Information: | ||
Cash paid for interest | 0 | 0 |
Cash paid for income taxes | 0 | 0 |
Non-Cash Activities | ||
Common stock issued as settlement of obligations | 5,325 | 62,000 |
Common stock issued in conjunction with Crush Mobile acquisition | 382,512 | 0 |
Common stock issued for debt payments | 234,000 | 0 |
Derivatives recorded as debt discounts | $ 19,487 | $ 0 |
Note 1 - Organization and Basis
Note 1 - Organization and Basis of Presentation | 3 Months Ended |
Mar. 31, 2018 | |
Notes | |
Note 1 - Organization and Basis of Presentation | NOTE 1 ORGANIZATION AND BASIS OF PRESENTATION Organization Northsight Capital Inc. (Northsight or the Company) was incorporated in the State of Nevada on May 21, 2008. In May, 2011, Safe Communications, Inc. (n/k/a Kuboo, Inc.) acquired 80% of the Companys issued and outstanding common stock, and, as a result, became its parent company. On June 25, 2014, the Company completed the acquisition of approximately 7,500 cannabis related Internet domain names, in exchange for which the Company issued 78.5 million shares of its common stock and a promissory note in the principal amount of $500,000. As a result of this transaction, the seller of the domain names became an 81% stockholder of the Company. Kuboo, Inc. continues to be a significant stockholder of the Company. John Venners, our EVP of Operations and a director, is also a director of Kuboo, Inc. The Companys principal business is to provide a wide variety of online directories for a broad range of businesses engaged in the lawful sale and distribution of cannabis and hemp related products. Through the acquisition of Crush Mobile (described below), the Company is developing a group of dating sites with a presence in the Latino, Israeli and African American communities. The following constitute the Companys major product categories: a monthly listing in one or more of the Companys online directories, paid advertising in one or more of the Companys online directories, leasing to customers one or more internet domain names for the customers exclusive use, and paid and unpaid online dating applications. In May 2017, we signed a non-binding memorandum of terms to acquire Crush Mobile. On August 8, 2017, we entered into a definitive agreement to acquire all the outstanding membership interests of Crush Mobile, LLC, which was amended by Amendment No. 1 dated January 4, 2018 (as amended, the Agreement). As reported in our form 8-K filed with the SEC on January 10, 2018, the Crush acquisition was closed January 8, 2018. Accordingly, Crushs operations are not included in the financial statements of the company as of December 31, 2017. Under the terms of the Agreement, we acquired all the outstanding membership interests of Crush Mobile, in exchange for an aggregate of approximately 8 million shares of common stock, plus $80,000 in cash, payable within one year of closing. We also agreed to piggy-back registration rights with respect to the shares of common stock issuable to the sellers in connection with the acquisition. In connection with Amendment No. 1 to the Agreement, the parties waived the condition that the Company complete a funding of at least $500,000. Crush Mobiles assets consist primarily of trademarks, domain names, mobile dating applications and related software and intellectual property. Crush Mobile, with approximately nine hundred thousand members, has developed a group of dating sites with a presence in the Latino, Israeli and African American communities. Crush will also be incorporating Northsights "Joint Lovers" dating app, which concentrates on the Cannabis space, into its dating applications suite. The accompanying financial statements have been prepared without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the SEC). The interim financial statements reflect all adjustments, consisting of normal recurring adjustments which, in the opinion of management, are necessary to present a fair statement of the results for the period. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Companys Annual Report on Form 10-K for the year ended December 31, 2017. The results of operations for the three months ended March 31, 2018, are not necessarily indicative of the operating results for the full year. Principles of Consolidation The Company and its subsidiary consist of the following entities, which have been consolidated in the accompanying financial statements: Northsight Capital, Inc. Crush Mobile, LLC All intercompany balances have been eliminated in consolidation. |
Note 2 - Liquidity_Going Concer
Note 2 - Liquidity/Going Concern | 3 Months Ended |
Mar. 31, 2018 | |
Notes | |
Note 2 - Liquidity/Going Concern | NOTE 2 LIQUIDITY/GOING CONCERN The Company had net losses of $482,223 for the three months ended March 31, 2018, has accumulated losses of $22,408,518 and has had consistent negative cash flows from operating activities since inception (May 2008). These factors raise substantial doubt about the Companys ability to continue as a going concern. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the recoverability of assets and the satisfaction of liabilities in the normal course of business. During three months ended March 31, 2018 the Company received a net $165,300 in loans from related party shareholders, and $85,000 from convertible notes to fund operations. Management plans to (i) raise additional capital as soon as possible, to fund continued operations of the Company and (ii) continue its efforts to generate revenues and income from operations. In the event the Company does not generate sufficient funds from revenues or financing through the issuance of its common stock or from debt financing, the Company will be unable to fully implement its business plan and pay its obligations as they become due, any of which circumstances would have a material adverse effect on its business prospects, financial condition, and results of operations. The accompanying financial statements do not include any adjustments that might be required should the Company be unable to recover the value of its assets or satisfy its liabilities. |
Note 3 - Recent Accounting Pron
Note 3 - Recent Accounting Pronouncements | 3 Months Ended |
Mar. 31, 2018 | |
Notes | |
Note 3 - Recent Accounting Pronouncements | NOTE 3 RECENT ACCOUNTING PRONOUNCEMENTS Management believes the impact of recently issued standards and updates, which are not yet effective, will not have a material impact on the Companys financial position, results of operations or cash flows upon adoption. With the adoption of ASC 606, the Company reviewed its previous revenue recognition policy under ASC 605. The Company determined that there were no material changes resulting from the adoption. Revenue would be recognized when the promised goods or services is provided to the Companys customers in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. This is consistent with the revenue recognition policy previously used by the Company. The Company also reviewed the timing and recognition of accounts receivable for which the Company generates revenue and has determined no changes to be made to prior periods. |
Note 4 - Web Development Costs
Note 4 - Web Development Costs and Domain Names Assets | 3 Months Ended |
Mar. 31, 2018 | |
Notes | |
Note 4 - Web Development Costs and Domain Names Assets | NOTE 4 WEB DEVELOPMENT COSTS AND DOMAIN NAMES ASSETS In accordance with ASC 350-50, during the three months ended March 31, 2018 and the year ended December 31, 2017, the Company did not capitalize any expenses towards the development of multiple websites on which third parties can advertise the sale and distribution of cannabis related products and services: an online yellow pages. The Company does not intend to engage in the sale or distribution of marijuana or related products. During the three months ended March 31, 2018 and 2017 the Company recorded website development expenses of $2,438 and $2,218, respectively, which is included in general and administrative expenses on the Companys consolidated statements of operations. The Company amortizes these assets over their related useful lives (approximately 1 to 5 years), using a straight-line basis. Assets are reviewed for impairment whenever events or changes in circumstances exist that indicate the carrying amount of an asset may not be recoverable, or at least annually. Measurement of the amount of impairment, if any, is based upon the difference between the asset's carrying value and estimated fair value. Fair value is determined through various valuation techniques, including market and income approaches as considered necessary. During the three months ended March 31, 2018 and 2017 the Company recorded amortization expense of $14,224 and $18,091, respectively, related to websites previously launched. As of March 31, 2018 As of December 31, 2017 Amortization Period Web development costs 311,912 311,912 5 years Capitalized costs - - Less: accumulated depreciation (221,539) (207,315) $ 90,373 $ 104,597 |
Note 5 - Goodwill and Other Int
Note 5 - Goodwill and Other Intangibles | 3 Months Ended |
Mar. 31, 2018 | |
Notes | |
Note 5 - Goodwill and Other Intangibles | NOTE 5 GOODWILL AND OTHER INTANGIBLES On January 8, 2018, the Company closed its acquisition of Crush Mobile LLC. Under the terms of the Agreement, we acquired all the outstanding membership interests of Crush Mobile, in exchange for an aggregate 7,904,000 shares of common stock valued at $616,512, plus $80,000 in cash, payable within one year of closing. Crush Mobiles assets consist primarily of trademarks, domain names, mobile dating applications and related software and intellectual property which the company has initially internally fair valued pending an independent 3 rd Goodwill and intangible assets consisted of the following at March 31, 2018 and December 31, 2017: As of March 31, 2018 As of December 31, 2017 Estimated Useful Life Trademarks 323,665 - 5 years Software and intellectual property 140,000 - 3 years Customer lists 8,905 - 1 year Goodwill 295,200 - 1 year Total 767,770 - Less: Accumulated amortization (27,027) - $ 740,743 $ - The Company records amortization expense for intangible assets on a straight-line basis over the estimated life of the related asset (approximately 1-5 years). Goodwill is tested periodically for impairment. The Company recorded amortization expense of $27,027 during the three months ended March 31, 2018. |
Note 6 - Accounts Payable and A
Note 6 - Accounts Payable and Accrued Expenses Related Party | 3 Months Ended |
Mar. 31, 2018 | |
Notes | |
Note 6 - Accounts Payable and Accrued Expenses Related Party | NOTE 6 ACCOUNTS PAYABLE AND ACCRUED EXPENSES RELATED PARTY At March 31, 2018, the Company had a balance in related party accounts payable and accrued expenses of $943,485 which consisted of the following: Party Name: Relationship: Amount Howard Baer Spouse of significant shareholder Consulting fees 400,500 Howard Baer Spouse of significant shareholder Accrued interest 126,883 John Venners Director/EVP, President and CEO of Kuboo, Inc. Consulting fees/salaries 233,466 John Venners Director/EVP, President and CEO of Kuboo, Inc. Advances 3,000 Kuboo, Inc. Former parent company, significant shareholder Rent 166,976 John Lemak Significant shareholder Accrued interest 12,660 $ 943,485 |
Note 7 - Notes Payable Related
Note 7 - Notes Payable Related Party | 3 Months Ended |
Mar. 31, 2018 | |
Notes | |
Note 7 - Notes Payable Related Party | NOTE 7 NOTES PAYABLE RELATED PARTY On May 19, 2015, the Company issued Kae Yong Park and her spouse Howard Baer (together, Park) a non-interest bearing, unsecured demand promissory note to evidence all unpaid advances received by the Company to that point and to cover all additional advances received afterward. Unpaid principal under the note is due and payable upon the earlier of (i) an event of default (as defined), (ii) written demand and (iii) the Companys receipt of capital (to the extent of net proceeds received) from any capital raising transaction after May 15, 2015, whether in the form of debt, equity or otherwise. On September 30, 2015, the Company amended and restated its promissory note to Park to include all advances to date and provide certain assets, including all internet domain names, websites and related assets as collateral. Repayment terms remain the same, and Park has to date not enforced the provision requiring repayment upon receipt of net proceeds from capital raising transactions. During the three months ended March 31, 2018, Park advanced an aggregate of $57,300 on an unsecured basis to the Company for short-term capital needs. During this period, the Company also repaid $7,000 of its debt to Park. At March 31, 2018, the Company had a note payable to Park for these advances of $1,342,657 which is secured by the assets of the Company. Parks security interest in certain of the Companys domains, websites and other assets has been subordinated to the security interest granted to John Lemak (and affiliated persons), who is an affiliate of Sandor capital, a significant shareholder, in connection with advances Mr. Lemak and related persons made to the company. Due to the on-demand nature of the amount owed to Park, the company has classified it as a current liability. The following table summarizes the Companys balance for these advances for the three months ended March 31, 2018: Amount due - December 31, 2017 $ 1,292,357 Advances received from Park 57,300 Repayments made to Park (7,000) Balance dueMarch 31, 2018 $ 1,342,657 On June 23, 2014, the Company issued a $500,000 promissory note in conjunction with the purchase of approximately 7,500 cannabis-related internet domain names. The note originally bore interest at the rate of 3.25% per annum and the first $100,000 of which was payable upon the Companys receipt of an aggregate of $1,000,000 in funding (whether debt or equity). The remaining $400,000 is payable in thirty-six equal monthly installments, commencing on the fifteenth day following the first month the Company realizes at least $150,000 in gross revenue (see Note 15 - Commitments and Contingencies). On July 25, 2014, the Company amended and restated its promissory note in the principal amount of $500,000 owing to Kae Yong Park (the Companys then majority shareholder) to provide that it would make the first $100,000 installment payment due under the Note on July 25, 2014 (earlier than required), in exchange for which Kae Yong Park agreed to waive all interest due over the term of the note. Thereafter, Kae Yong Park waived the requirement that the Company pay the $100,000 due under the Amended and Restated Note until August 25, 2014, at which time it was paid. The Company subsequently recaptured all previously recorded interest expense related to the note. Between December 1, 2016 and March 16, 2017, the Company received aggregate proceeds of $101,299 from John Lemak, an affiliate of Sandor Capital, a related party and significant shareholder, for which notes were issued bearing 8% interest annually. On April 1, 2017, the Company issued a note for $102,465 consisting of $101,000 in principal and $1,465 in accrued interest for the previous notes. The $299 forgiven as part of the note restructure was recorded as a gain on extinguishment of debt. The note is non-interest bearing, matures on June 30, 2018, as amended, and is unsecured. Between December 15, 2016 and January 13, 2017, the Company received aggregate proceeds of $41,550 from Sandor Capital, a related party and significant shareholder, for which notes were issued bearing 8% interest annually. On April 1, 2017, the Company issued a note for $42,374 consisting of $41,550 in principal and $824 in accrued interest for the previous notes. The note is non-interest bearing, matures on June 30, 2018, as amended, and is unsecured. On April 1, 2017, the company renegotiated a $65,000 note to Sandor Capital, a related party and significant shareholder, with interest tied to the performance of its joint venture agreement into a new $71,097 note. The note is non-interest bearing, matures on June 30, 2018, as amended, and is unsecured. At the time of the refinance, the joint venture had not produced positive income, so no interest was due on the note. The $6,097 consideration given on the new note was recorded as a loss on extinguishment of debt. Between May 1, 2017 and June 29, 2017, the Company received aggregate proceeds of $140,000 from John Lemak, an affiliate of Sandor Capital, a related party and significant shareholder, for which notes were issued bearing 8% interest annually. On April 1, 2017, the Company issued a note for $140,000 to restructure the previous notes. The note is non-interest bearing, matures on June 30, 2018 as amended, and is secured by certain domain names and websites owned by the Company. Between August 1, 2017 and September 28, 2017, the Company received aggregate proceeds of $182,000 from John Lemak, an affiliate of Sandor Capital, a related party and significant shareholder, for which several notes were issued bearing 8% interest annually. The notes are non-interest bearing, mature on June 30, 2018, as amended, and secured by certain of the companys domain name and websites. Between October 1, 2017 and December 22, 2017, the Company received aggregate proceeds of $170,000 from John Lemak, an affiliate of Sandor Capital, a related party and significant shareholder, for which several notes were issued bearing 8% interest annually. The notes mature on June 30, 2018, as amended, and are secured by certain of the companys domain name and websites. On February 15, 2018, the Company received $40,000 from John Lemak, an affiliate of Sandor Capital, a related party and significant shareholder, for which a note was issued bearing 8% interest annually. The note matures on June 30, 2018 and is secured by certain of the companys domain name and websites. On March 29, 2018, the Company received $25,000 from John Lemak, an affiliate of Sandor Capital, a related party and significant shareholder, for which a note was issued bearing 8% interest annually. The note matures on June 30, 2018 and is secured by the Companys equity interests in Crush Mobile LLC. On March 29, 2018, the Company received $50,000 from Kae Yong Park and her spouse Howard Baer (together, Park), a related party and significant shareholder, for which a note was issued bearing 8% interest annually. The note matures on June 30, 2018 and is secured by the Companys equity interests in Crush Mobile LLC. See Note 16 - Subsequent Events |
Note 8 - Notes Payable
Note 8 - Notes Payable | 3 Months Ended |
Mar. 31, 2018 | |
Notes | |
Note 8 - Notes Payable | NOTE 8 NOTES PAYABLE Notes On July 1, 2015, the Company entered into a seven (7) day loan agreement with two parties for aggregate proceeds of $34,900. The note bears interest at the rate of six percent (6%) annually. In addition to the loans, the Company issued an aggregate 349,000 shares of common stock valued at $26,016 and warrants to purchase an aggregate 100,000 shares of the Companys common stock at an exercise price of $0.25 per share valued at $6,898. The relative fair value of the shares and warrants associated with these notes have been recorded as debt discount to be amortized over the life of the loans. As of March 31, 2018, these notes have not yet been repaid and are in default. On August 10, 2015, the Company entered into a one hundred twenty (120) day loan agreement with an existing investor for aggregate proceeds of $45,000 (two installments of $22,500 each). The note bears interest at the rate of six percent (6%) annually. As additional consideration for these loans, the Company issued an aggregate 1,200,000 shares of common stock valued at $38,918. The relative fair value of the shares associated with these notes have been recorded as debt discount to be amortized over the life of the loans). As of March 31, 2018, these notes have not yet been repaid and are in default. Between June 5, 2017 and June 29, 2017 notes payable to a vendor in the aggregate amount of $116,553 were settled with the issuance of 1,631,660 shares of the Companys common stock (an implied conversion price of $.10 per share). The common stock was valued at $82,049 on the dates of issuance, resulting in a gain on settlement of $76,617. On January 8, 2018, the Company assumed $80,000 in note payable to a former equity holder through its acquisition of Crush Mobile LLC. The note is non-interest bearing and matures one year from the date of acquisition. On January 8, 2018, the Company assumed $300,000 in notes payable to former equity holders through its acquisition of Crush Mobile LLC. The notes were concurrently settled at closing through the issuance of 3,000,000 shares of the Companys common stock. The Company recognized a gain on settlement of $66,000 related to these note settlements. Convertible Notes On January 10, 2018, the Company issued a three-year $100,000 convertible zero coupon note for proceeds of $85,000. The note is initially convertible into shares of the Companys stock at a price of $0.10 per share or a total of 1,000,000 shares. The note contains a provision which, in the event of default, adjusts the conversion price to equal 65% of the lowest closing price for the preceding 20 trading days. At the time the note was signed, the Company was in default on a previous note which triggered this default provision. Consequently, the Company has accounted for this through the creation of a derivative liability initially valued at $19,487 which was recorded as a discount to the debt. The following table summarizes the Companys notes and convertible notes payable for the three months ended March 31, 2018: Notes Convertible Notes Balance December 31, 2017 $ 79,900 $ - Note proceeds received - 100,000 Notes acquired from business acquisition 80,000 - Repayments on notes - - Total 159,000 100,000 Debt discounts - (31,987) Balance March 31, 2018 $ 159,900 $ 68,013 |
Note 9 - Derivative Liabilities
Note 9 - Derivative Liabilities | 3 Months Ended |
Mar. 31, 2018 | |
Notes | |
Note 9 - Derivative Liabilities | NOTE 9 DERIVATIVE LIABILITIES The Company has identified conversion features embedded within its convertible note issued January 10, 2018 (see Note 8 Notes Payable), and has determined that the features associated with the embedded conversion option should be accounted for at fair value as a derivative liability. The Company has valued the embedded conversion feature using a Binomial Lattice Model. The fair value of the conversion feature is summarized as follows: Derivative liability - December 31, 2017 $ - Day one value of derivatives issued 19,487 Fair value mark to market adjustment for equity instruments (1,519) Derivative liability March 31, 2018 $ 17,968 The Company recorded the day one value of derivative contract associated with the convertible note issuance as a discount to the debt agreement to be amortized over the life of the agreement. The Company recorded a gain on derivatives of $1,519 during the three months ended March 31, 2018. The fair values at the commitment and re-measurement dates for the Companys derivative liabilities were based upon the following management assumptions as of March 31, 2018: Commitment Date Re-measurement Date Expected dividends 0% 0% Expected term: 3 year 2.48 years Risk free interest rate 2.07% 2.39% |
Note 10 - Business Acquisition
Note 10 - Business Acquisition | 3 Months Ended |
Mar. 31, 2018 | |
Notes | |
Note 10 - Business Acquisition | NOTE 10 BUSINESS ACQUISITION On January 8, 2018, the Company completed its acquisition of Crush Mobile, LLC (Crush Mobile) from its members. Crush Mobiles assets consist primarily of trademarks, domain names, mobile dating applications and related software and intellectual property. In connection with the closing of the acquisition, the Registrant is issuing an aggregate of 7,904,000 shares of common stock as follows: (i) 4,904,000 shares to the Crush Mobile members and (ii) 3,000,000 shares to certain Crush Mobile creditors (who are also members) in full satisfaction of $300,000 of indebtedness owed to them by Crush Mobile. The Company applied the acquisition method of accounting to the business combination and has valued each of the assets acquired (cash, accounts receivable, customer lists, and intangible assets) and liabilities. The cash, accounts receivable, intangible assets, accounts payable and notes payable were deemed to be recorded at fair value as of the acquisition date. The preliminary allocation of the purchase price was based on estimates of the fair value of the assets and liabilities assumed based on provisional amounts. The allocation of the excess purchase price is not final and the amounts allocated to intangible assets are subject to change pending the completion of final valuations of certain assets and liabilities. Under the purchase agreement, the Company issued 4,904,000 shares of common stock, and an additional 3,000,000 shares of common stock to satisfy outstanding notes payable. The following table shows the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition: Purchase Price 4,904,000 shares of common stock valued at $0.078 per share $ 382,512 Allocation of Purchase Price Cash $ 4,400 Receivables 15,000 Trademarks 323,665 Intellectual property 140,000 Customer lists 8,905 Goodwill 295,200 Accounts payable (24,658) Debt Obligations (380,000) $ 382,512 From the date of acquisition on January 8, 2018 to March 31, 2018, Crush Mobile generated total revenue of $8,795. |
Note 11 - Equity
Note 11 - Equity | 3 Months Ended |
Mar. 31, 2018 | |
Notes | |
Note 11 - Equity | NOTE 11 EQUITY On January 10, 2018, the Company issued 106,500 shares of the Companys commons stock to a vendor as settlement of a payable balance of $5,219, resulting in a loss on settlement of $3,089. On January 8, 2018, the Company issued 300,000 shares of the Companys commons stock valued at $23,400 as a commitment fee to a prospective investor. On January 8, 2018, the Company issued an aggregate 7,904,000 shares of the Companys common stock in connection with the closing of the Crush Mobile acquisition (see Note 10 Business Acquisition). On January 8, 2018, the Company issued 500,000 shares of the Companys common stock to Tumbleweed Holdings pursuant to their prior settlement agreement. On February 16, 2018, the Company issued 500,000 shares valued at $25,500, or $0.05 per share, of the Companys common stock pursuant to a consulting contract. On February 21, 2018, the Company issued 250,000 shares valued at $12,500, or $0.05 per share, of the Companys common stock pursuant to a consulting contract. |
Note 12 - Stock Warrants
Note 12 - Stock Warrants | 3 Months Ended |
Mar. 31, 2018 | |
Notes | |
Note 12 - Stock Warrants | NOTE 12 STOCK WARRANTS The Company has applied fair value accounting for all warrants issued. The fair value of each warrant granted is estimated on the date of grant using the Black-Scholes option-pricing model. A summary of the Companys warrant activity for the three months ended March 31, 2018 is as follows: Number of Warrants Weighted Average Exercise Price Outstanding December 31, 2017 11,355,285 $ 0.05 Granted - - Expired (375,000) 0.09 Cancelled - - Exercised/settled - - Balance as March 31, 2018 10,980,285 $ .06 The Companys outstanding warrants at March 31, 2018 are as follows: Warrants Outstanding Warrants Exercisable Exercise Price Range Number Outstanding Weighted Average Remaining Contractual Life (In years) Weighted Average Exercise Price Number Exercisable Weighted Average Exercise Price Intrinsic Value $0.05 - $0.25 10,980,285 2.37 $ 0.06 10,980,285 $ 0.06 - |
Note 13 - Earnings (Loss) Per S
Note 13 - Earnings (Loss) Per Share | 3 Months Ended |
Mar. 31, 2018 | |
Notes | |
Note 13 - Earnings (Loss) Per Share | NOTE 13 EARNINGS (LOSS) PER SHARE Net earnings (loss) per share is computed by dividing net income (loss) for the period by the weighted average number of shares of common stock outstanding during each period. Diluted earnings (loss) per share is computed by dividing net income (loss) for the period by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during each period. Since the Company reflected a net loss for the three months ended March 31, 2018 and 2017, respectively, the effect of considering any common stock equivalents, if exercisable, would have been anti-dilutive. Therefore, a separate computation of diluted earnings (loss) per share is not presented. The Company has the following common stock equivalents as of March 31, 2018: As of March 31, 2018 Warrants (exercise price $0.05 - $0.25/share) 10,980,285 Convertible debt (exercise price $0.016/share) 6,129,329 17,109,614 |
Note 14 - Related Party Transac
Note 14 - Related Party Transactions | 3 Months Ended |
Mar. 31, 2018 | |
Notes | |
Note 14 - Related Party Transactions | NOTE 14 RELATED PARTY TRANSACTIONS On April 13, 2016, the Company agreed to amend the promissory note with Kae Yong Park and Howard R. Baer so as to make $564,000 in principal amount due under said Note interest bearing at the rate of 10% per annum, effective January 1, 2016. The remaining principal is non-interest bearing. During the three months ended March 31, 2018, the company incurred interest expense of $13,907 related to this note. At March 31, 2018, the Company has accrued interest owed under this agreement of $126,861. During the three months ended March 31, 2018, the Company received aggregate proceeds of $65,000 from Sandor Capital, a related party and significant shareholder and John Lemak, its affiliate, for which notes were issued. The notes mature June 30, 2018 and are secured by certain company assets. At March 31, 2018, the Company had accrued interest of $12,660 related to his notes. During the three months ended March 31, 2018, the Company received proceeds of $50,000 from Kae Yong Park, a significant shareholder, and her spouse, Howard Baer, a related party and significant shareholder for which a note was issued. The note matures June 30, 2018 and is secured by certain company assets. At March 31, 2018, the Company had accrued interest of $22 related to this note. During the three months ended March 31, 2018, Kae Yong Park, a significant shareholder, and her spouse, Howard Baer (collectively, Park), advanced an aggregate of $57,300 on an unsecured basis to the Company for short-term capital needs. During this period, the Company also repaid $7,000 of its secured debt to Park. At March 31, 2018, the Company had a note payable to Park for these advances of $1,342,657 which is secured by the assets of the Company. During the three months ended March 31, 2018, the Company incurred expenses of $45,000 related to its consulting contract with Howard Baer, the spouse of Kae Yong Park, our significant shareholder. |
Note 15 - Commitments and Conti
Note 15 - Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2018 | |
Notes | |
Note 15 - Commitments and Contingencies | NOTE 15 COMMITMENTS AND CONTINGENCIES In May 2014, The Company entered into an asset purchase agreement that requires the Company to pay a monthly royalty equal to six percent of gross monthly revenues over $150,000. The royalty payment is payable for a period of thirty-six months from and after the first month in which the Companys gross revenues are in excess of $150,000. On June 23, 2014, the Company issued a $500,000 promissory note in conjunction with the purchase of approximately 7,500 cannabis-related internet domain names. The original note bore interest at the rate of 3.25% per annum and was payable as follows: upon the Companys receipt of an aggregate of $1,000,000 in funding (whether debt or equity), $100,000 was required to be paid. The remaining $400,000 is payable in thirty-six equal monthly installments, commencing on the fifteenth day following the first month the Company realizes at least $150,000 in gross revenue. On July 25, 2014, the Company amended and restated its promissory note in the principal amount of $500,000 owing to Kae Yong Park (the Companys then majority shareholder) to provide that it would make the first $100,000 installment payment due under the Note on July 25, 2014 (earlier than required), in exchange for which Kae Yong Park agreed to waive all interest due over the term of the note. Thereafter, Kae Yong Park waived the requirement that the Company pay the $100,000 due under the Amended and Restated Note until August 25, 2014, at which time it was paid. |
Note 16 - Subsequent Events
Note 16 - Subsequent Events | 3 Months Ended |
Mar. 31, 2018 | |
Notes | |
Note 16 - Subsequent Events | NOTE 16 SUBSEQUENT EVENTS We have evaluated all events that occurred after the balance sheet date through the date when our financial statements were issued to determine if they must be reported. Management has determined that other than as disclosed below, there were no additional reportable subsequent events to be disclosed. Loan Advances Between April 17, 2018 and May 8, 2018, John Lemak, an affiliate of Sandor Capital, a related party and significant shareholder, advanced the Company an aggregate $90,000 to fund business operations. Between April 3, 2018 and May 15, 2018, Kae Park, a related party and significant shareholder, advanced the Company an aggregate $67,000 to fund business operations. During this same period, the company repaid $30,000 of these advances. |
Note 4 - Web Development Cost22
Note 4 - Web Development Costs and Domain Names Assets: Schedule of Amortization of Website Costs (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Tables/Schedules | |
Schedule of Amortization of Website Costs | As of March 31, 2018 As of December 31, 2017 Amortization Period Web development costs 311,912 311,912 5 years Capitalized costs - - Less: accumulated depreciation (221,539) (207,315) $ 90,373 $ 104,597 |
Note 5 - Goodwill and Other I23
Note 5 - Goodwill and Other Intangibles: Schedule of Goodwill and Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Tables/Schedules | |
Schedule of Goodwill and Intangible Assets | As of March 31, 2018 As of December 31, 2017 Estimated Useful Life Trademarks 323,665 - 5 years Software and intellectual property 140,000 - 3 years Customer lists 8,905 - 1 year Goodwill 295,200 - 1 year Total 767,770 - Less: Accumulated amortization (27,027) - $ 740,743 $ - |
Note 6 - Accounts Payable and24
Note 6 - Accounts Payable and Accrued Expenses Related Party: Schedule of related party accounts payable and accrued expenses (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Tables/Schedules | |
Schedule of related party accounts payable and accrued expenses | Party Name: Relationship: Amount Howard Baer Spouse of significant shareholder Consulting fees 400,500 Howard Baer Spouse of significant shareholder Accrued interest 126,883 John Venners Director/EVP, President and CEO of Kuboo, Inc. Consulting fees/salaries 233,466 John Venners Director/EVP, President and CEO of Kuboo, Inc. Advances 3,000 Kuboo, Inc. Former parent company, significant shareholder Rent 166,976 John Lemak Significant shareholder Accrued interest 12,660 $ 943,485 |
Note 7 - Notes Payable Relate25
Note 7 - Notes Payable Related Party: Schedule of related party Notes Payable (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Tables/Schedules | |
Schedule of related party Notes Payable | Amount due - December 31, 2017 $ 1,292,357 Advances received from Park 57,300 Repayments made to Park (7,000) Balance dueMarch 31, 2018 $ 1,342,657 |
Note 8 - Notes Payable_ Schedul
Note 8 - Notes Payable: Schedule of the Company's notes and convertible notes payable (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Tables/Schedules | |
Schedule of the Company's notes and convertible notes payable | Notes Convertible Notes Balance December 31, 2017 $ 79,900 $ - Note proceeds received - 100,000 Notes acquired from business acquisition 80,000 - Repayments on notes - - Total 159,000 100,000 Debt discounts - (31,987) Balance March 31, 2018 $ 159,900 $ 68,013 |
Note 9 - Derivative Liabiliti27
Note 9 - Derivative Liabilities: Schedule of fair value of the conversion feature (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Tables/Schedules | |
Schedule of fair value of the conversion feature | Derivative liability - December 31, 2017 $ - Day one value of derivatives issued 19,487 Fair value mark to market adjustment for equity instruments (1,519) Derivative liability March 31, 2018 $ 17,968 |
Note 9 - Derivative Liabiliti28
Note 9 - Derivative Liabilities: Schedule of fair values at the commitment and re-measurement dates for the Company's derivative liabilities (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Tables/Schedules | |
Schedule of fair values at the commitment and re-measurement dates for the Company's derivative liabilities | Commitment Date Re-measurement Date Expected dividends 0% 0% Expected term: 3 year 2.48 years Risk free interest rate 2.07% 2.39% |
Note 10 - Business Acquisition_
Note 10 - Business Acquisition: Schedule of estimated fair values of the assets acquired and liabilities assumed (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Tables/Schedules | |
Schedule of estimated fair values of the assets acquired and liabilities assumed | Purchase Price 4,904,000 shares of common stock valued at $0.078 per share $ 382,512 Allocation of Purchase Price Cash $ 4,400 Receivables 15,000 Trademarks 323,665 Intellectual property 140,000 Customer lists 8,905 Goodwill 295,200 Accounts payable (24,658) Debt Obligations (380,000) $ 382,512 |
Note 12 - Stock Warrants_ Sched
Note 12 - Stock Warrants: Schedule of the Company's the Company's warrant activity (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Tables/Schedules | |
Schedule of the Company's the Company's warrant activity | Number of Warrants Weighted Average Exercise Price Outstanding December 31, 2017 11,355,285 $ 0.05 Granted - - Expired (375,000) 0.09 Cancelled - - Exercised/settled - - Balance as March 31, 2018 10,980,285 $ .06 |
Note 12 - Stock Warrants_ Sch31
Note 12 - Stock Warrants: Schedule of the Company's outstanding warrants (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Tables/Schedules | |
Schedule of the Company's outstanding warrants | Warrants Outstanding Warrants Exercisable Exercise Price Range Number Outstanding Weighted Average Remaining Contractual Life (In years) Weighted Average Exercise Price Number Exercisable Weighted Average Exercise Price Intrinsic Value $0.05 - $0.25 10,980,285 2.37 $ 0.06 10,980,285 $ 0.06 - |
Note 13 - Earnings (Loss) Per32
Note 13 - Earnings (Loss) Per Share: Schedule of the Company's common stock equivalents (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Tables/Schedules | |
Schedule of the Company's common stock equivalents | As of March 31, 2018 Warrants (exercise price $0.05 - $0.25/share) 10,980,285 Convertible debt (exercise price $0.016/share) 6,129,329 17,109,614 |
Note 1 - Organization and Bas33
Note 1 - Organization and Basis of Presentation (Details) | 3 Months Ended |
Mar. 31, 2018 | |
Details | |
Entity Incorporation, State Country Name | Nevada |
Entity Incorporation, Date of Incorporation | May 21, 2008 |
Note 2 - Liquidity_Going Conc34
Note 2 - Liquidity/Going Concern (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | |
Details | |||
Net Loss | $ (482,223) | $ (201,756) | |
Accumulated deficit | (22,408,518) | $ (21,926,295) | |
Loans from related party shareholders | 165,300 | ||
Convertible notes to fund operations | $ 85,000 |
Note 4 - Web Development Cost35
Note 4 - Web Development Costs and Domain Names Assets: Schedule of Amortization of Website Costs (Details) - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 | Mar. 31, 2018 |
Details | |||
Web development costs | $ 311,912 | $ 311,912 | |
Web development costs, Amortization Period | 5 years | ||
Web development, capitalized costs | 0 | 0 | |
Web development, accumulated depreciation | (221,539) | (207,315) | |
Web development, net cost | $ 90,373 | $ 104,597 |
Note 5 - Goodwill and Other I36
Note 5 - Goodwill and Other Intangibles: Schedule of Goodwill and Intangible Assets (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Dec. 31, 2017 | |
Trademarks | ||
Intangible Assets, Net (Including Goodwill) | $ 323,665 | $ 0 |
Estimated Useful Life | 5 years | |
Software and intellectual property | ||
Intangible Assets, Net (Including Goodwill) | $ 140,000 | 0 |
Estimated Useful Life | 3 years | |
Customer lists | ||
Intangible Assets, Net (Including Goodwill) | $ 8,905 | 0 |
Estimated Useful Life | 1 year | |
Goodwill | ||
Intangible Assets, Net (Including Goodwill) | $ 295,200 | 0 |
Estimated Useful Life | 1 year | |
Total | ||
Intangible Assets, Net (Including Goodwill) | $ 767,770 | 0 |
Intangible Assets, Net (Including Goodwill) | 740,743 | 0 |
Accumulated amortization | $ (27,027) | $ 0 |
Note 6 - Accounts Payable and37
Note 6 - Accounts Payable and Accrued Expenses Related Party: Schedule of related party accounts payable and accrued expenses (Details) | Mar. 31, 2018USD ($) |
Howard Baer - 1 | |
Amount | $ 400,500 |
Howard Baer - 2 | |
Amount | 126,883 |
John Venners - 1 | |
Amount | 233,466 |
John Venners - 2 | |
Amount | 3,000 |
Kuboo, Inc. | |
Amount | 166,976 |
John Lemak | |
Amount | 12,660 |
Amount | $ 943,485 |
Note 7 - Notes Payable Relate38
Note 7 - Notes Payable Related Party: Schedule of related party Notes Payable (Details) | 3 Months Ended |
Mar. 31, 2018USD ($) | |
Details | |
Advances, Starting Balance | $ 1,292,357 |
Advances received from Park | 57,300 |
Repayments made to Park | (7,000) |
Advances, Ending Balance | $ 1,342,657 |
Note 7 - Notes Payable Relate39
Note 7 - Notes Payable Related Party (Details) | 3 Months Ended |
Mar. 31, 2018USD ($) | |
Notes Issued - 1 | |
Debt Instrument, Issuance Date | Jun. 23, 2014 |
Debt Instrument, Description | Company issued a $500,000 promissory note in conjunction with the purchase of approximately 7,500 cannabis-related internet domain names |
Debt Instrument, Face Amount | $ 500,000 |
Debt Instrument, Interest Rate, Stated Percentage | 3.25% |
Debt Instrument, Payment Terms | the first $100,000 of which was payable upon the Company’s receipt of an aggregate of $1,000,000 in funding (whether debt or equity). The remaining $400,000 is payable in thirty-six equal monthly installments, |
Notes Issued - 2 | |
Debt Instrument, Issuance Date | Jul. 25, 2014 |
Debt Instrument, Description | Company amended and restated its promissory note in the principal amount of $500,000 |
Debt Instrument, Face Amount | $ 500,000 |
Debt Instrument, Payment Terms | the first $100,000 installment payment due under the Note on July 25, 2014 (earlier than required), in exchange for which Kae Yong Park agreed to waive all interest due over the term of the note. Thereafter, Kae Yong Park waived the requirement that the Company pay the $100,000 due under the Amended and Restated Note until August 25, 2014, at which time it was paid. |
Notes Issued - 3 | |
Debt Instrument, Description | Company received aggregate proceeds of $101,299 from John Lemak |
Notes Issued - 3 | Minimum | |
Debt Instrument, Issuance Date | Dec. 1, 2016 |
Notes Issued - 3 | Maximum | |
Debt Instrument, Issuance Date | Mar. 16, 2017 |
Notes Issued - 4 | |
Debt Instrument, Description | Company received aggregate proceeds of $41,550 from Sandor Capital |
Notes Issued - 4 | Minimum | |
Debt Instrument, Issuance Date | Dec. 15, 2016 |
Notes Issued - 4 | Maximum | |
Debt Instrument, Issuance Date | Jan. 13, 2017 |
Notes Issued - 5 | |
Debt Instrument, Issuance Date | Apr. 1, 2017 |
Debt Instrument, Description | company renegotiated a $65,000 note to Sandor Capital |
Debt Instrument, Face Amount | $ 65,000 |
Notes Issued - 6 | |
Debt Instrument, Description | Company received aggregate proceeds of $140,000 from John Lemak |
Debt Instrument, Interest Rate, Stated Percentage | 8.00% |
Notes Issued - 6 | Minimum | |
Debt Instrument, Issuance Date | May 1, 2017 |
Notes Issued - 6 | Maximum | |
Debt Instrument, Issuance Date | Jun. 29, 2017 |
Notes Issued - 7 | |
Debt Instrument, Description | Company received aggregate proceeds of $182,000 from John Lemak |
Debt Instrument, Interest Rate, Stated Percentage | 8.00% |
Debt Instrument, Maturity Date | Jun. 30, 2018 |
Notes Issued - 7 | Minimum | |
Debt Instrument, Issuance Date | Aug. 1, 2017 |
Notes Issued - 7 | Maximum | |
Debt Instrument, Issuance Date | Sep. 28, 2017 |
Notes issued - 8 | |
Debt Instrument, Description | Company received aggregate proceeds of $170,000 from John Lemak |
Debt Instrument, Interest Rate, Stated Percentage | 8.00% |
Debt Instrument, Maturity Date | Jun. 30, 2018 |
Notes issued - 8 | Minimum | |
Debt Instrument, Issuance Date | Oct. 1, 2017 |
Notes issued - 8 | Maximum | |
Debt Instrument, Issuance Date | Dec. 22, 2017 |
Notes issued - 9 | |
Debt Instrument, Issuance Date | Feb. 15, 2018 |
Debt Instrument, Description | Company received $40,000 from John Lemak |
Debt Instrument, Interest Rate, Stated Percentage | 8.00% |
Debt Instrument, Maturity Date | Jun. 30, 2018 |
Notes issued - 10 | |
Debt Instrument, Issuance Date | Mar. 29, 2018 |
Debt Instrument, Description | Company received $25,000 from John Lemak |
Debt Instrument, Interest Rate, Stated Percentage | 8.00% |
Debt Instrument, Maturity Date | Jun. 30, 2018 |
Notes Issued - 11 | |
Debt Instrument, Issuance Date | Mar. 29, 2018 |
Debt Instrument, Description | Company received $50,000 from Kae Yong Park and her spouse Howard Baer |
Debt Instrument, Interest Rate, Stated Percentage | 8.00% |
Debt Instrument, Maturity Date | Jun. 30, 2018 |
Note 8 - Notes Payable (Details
Note 8 - Notes Payable (Details) | 3 Months Ended |
Mar. 31, 2018USD ($) | |
Notes Payable - 1 | |
Debt Instrument, Issuance Date | Jul. 1, 2015 |
Debt Instrument, Description | Company entered into a seven (7) day loan agreement with two parties for aggregate proceeds of $34,900 |
Long-term Debt, Fair Value | $ 34,900 |
Notes Payable - 2 | |
Debt Instrument, Issuance Date | Aug. 10, 2015 |
Debt Instrument, Description | Company entered into a one hundred twenty (120) day loan agreement with an existing investor for aggregate proceeds of $45,000 (two installments of $22,500 each) |
Long-term Debt, Fair Value | $ 45,000 |
Notes Payable - 3 | |
Debt Instrument, Description | notes payable to a vendor in the aggregate amount of $116,553 were settled with the issuance of 1,631,660 shares of the Company’s common stock |
Long-term Debt, Fair Value | $ 116,553 |
Notes Payable - 3 | Minimum | |
Debt Instrument, Issuance Date | Jun. 5, 2017 |
Notes Payable - 3 | Maximum | |
Debt Instrument, Issuance Date | Jun. 29, 2017 |
Notes Payable - 4 | |
Debt Instrument, Issuance Date | Jan. 8, 2018 |
Debt Instrument, Description | Company assumed $80,000 in note payable to a former equity holder through its acquisition of Crush Mobile LLC |
Notes Payable - 5 | |
Debt Instrument, Issuance Date | Jan. 8, 2018 |
Debt Instrument, Description | Company assumed $300,000 in notes payable to former equity holders through its acquisition of Crush Mobile LLC |
Long-term Debt, Fair Value | $ 300,000 |
Notes Payable - 6 | |
Debt Instrument, Issuance Date | Jan. 10, 2018 |
Long-term Debt, Fair Value | $ 85,000 |
Note 8 - Notes Payable_ Sched41
Note 8 - Notes Payable: Schedule of the Company's notes and convertible notes payable (Details) | 3 Months Ended |
Mar. 31, 2018USD ($) | |
Details | |
Note, Starting Balance | $ 79,900 |
Convertible Note Starting Balance | 0 |
Note proceeds received | 0 |
Convertible Notes, Proceeds received | 100,000 |
Notes acquired from business acquisition | 80,000 |
Repayments on notes | 0 |
Total Notes | 159,000 |
Total Convertible Notes | 100,000 |
Debt discounts | (31,987) |
Note, Ending Balance | 159,900 |
Convertible Note Ending Balance | $ 68,013 |
Note 9 - Derivative Liabiliti42
Note 9 - Derivative Liabilities: Schedule of fair value of the conversion feature (Details) | 3 Months Ended |
Mar. 31, 2018USD ($) | |
Details | |
Derivative Liability, starting balance | $ 0 |
Day one value of derivatives issued | 19,487 |
Fair value mark to market adjustment for equity instruments | (1,519) |
Derivative Liability, ending balance | $ 17,968 |
Note 9 - Derivative Liabiliti43
Note 9 - Derivative Liabilities (Details) | 3 Months Ended |
Mar. 31, 2018USD ($) | |
Details | |
Gain on derivatives | $ 1,519 |
Note 9 - Derivative Liabiliti44
Note 9 - Derivative Liabilities: Schedule of fair values at the commitment and re-measurement dates for the Company's derivative liabilities (Details) | 3 Months Ended |
Mar. 31, 2018 | |
Commitment Date | |
Expected dividends | 0.00% |
Expected term: | 3 years |
Risk free interest rate | 2.07% |
Re-measurement Date | |
Expected dividends | 0.00% |
Expected term: | 2 years 5 months 23 days |
Risk free interest rate | 2.39% |
Note 10 - Business Acquisitio45
Note 10 - Business Acquisition: Schedule of estimated fair values of the assets acquired and liabilities assumed (Details) | Mar. 31, 2018USD ($) |
Details | |
Purchase Price | $ 382,512 |
Allocation of Purchase Price | |
Allocation of Purchase Price - Cash | 4,400 |
Allocation of Purchase Price - Receivables | 15,000 |
Allocation of Purchase Price - Trademarks | 323,665 |
Allocation of Purchase Price - Intellectual property | 140,000 |
Allocation of Purchase Price - Customer lists | 8,905 |
Allocation of Purchase Price - Goodwill | 295,200 |
Allocation of Purchase Price - Accounts payable | (24,658) |
Allocation of Purchase Price - Debt Obligations | (380,000) |
Purchase Price | $ 382,512 |
Note 10 - Business Acquisitio46
Note 10 - Business Acquisition: Schedule of estimated fair values of the assets acquired and liabilities assumed - Parenthetical (Details) | Mar. 31, 2018$ / sharesshares |
Details | |
Purchase Price, shares of common stock | shares | 4,904,000 |
Purchase Price, shares of common stock, price per share | $ / shares | $ 0.078 |
Note 11 - Equity (Details)
Note 11 - Equity (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2018 | Dec. 31, 2017 | ||
Common Stock, Shares, Issued | 130,578,741 | 121,018,241 | |
Transaction 1 | |||
Sale of Stock, Transaction Date | Jan. 10, 2018 | ||
Sale of Stock, Description of Transaction | Company issued 106,500 shares of the Company’s commons stock to a vendor as settlement of a payable balance | ||
Common Stock, Shares, Issued | 106,500 | ||
Transaction 2 | |||
Sale of Stock, Transaction Date | Jan. 8, 2018 | ||
Sale of Stock, Description of Transaction | Company issued 300,000 shares of the Company’s commons stock valued at $23,400 as a commitment fee | ||
Common Stock, Shares, Issued | 300,000 | ||
Common Stock, Value, Subscriptions | $ 23,400 | ||
Transaction 3 | |||
Sale of Stock, Transaction Date | [1] | Jan. 8, 2018 | |
Sale of Stock, Description of Transaction | [1] | Company issued an aggregate 7,904,000 shares of the Company’s common stock in connection with the closing of the Crush Mobile acquisition | |
Common Stock, Shares, Issued | [1] | 7,904,000 | |
Transaction 4 | |||
Sale of Stock, Transaction Date | Jan. 8, 2018 | ||
Sale of Stock, Description of Transaction | Company issued 500,000 shares of the Company’s common stock to Tumbleweed Holdings | ||
Common Stock, Shares, Issued | 500,000 | ||
Transaction 5 | |||
Sale of Stock, Transaction Date | Feb. 16, 2018 | ||
Sale of Stock, Description of Transaction | Company issued 500,000 shares valued at $25,500, or $0.05 per share, of the Company’s common stock | ||
Common Stock, Shares, Issued | 500,000 | ||
Common Stock, Value, Subscriptions | $ 25,500 | ||
Sale of Stock, Price Per Share | $ 0.05 | ||
Transaction 6 | |||
Sale of Stock, Transaction Date | Feb. 21, 2018 | ||
Sale of Stock, Description of Transaction | Company issued 250,000 shares valued at $12,500, or $0.05 per share, of the Company’s common stock | ||
Common Stock, Shares, Issued | 250,000 | ||
Common Stock, Value, Subscriptions | $ 12,500 | ||
Sale of Stock, Price Per Share | $ 0.05 | ||
[1] | See Note 10 - Business Acquisition. |
Note 12 - Stock Warrants_ Sch48
Note 12 - Stock Warrants: Schedule of the Company's the Company's warrant activity (Details) | 3 Months Ended |
Mar. 31, 2018$ / sharesshares | |
Details | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number, Beginning Balance | shares | 11,355,285 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price, Beginning Balance | $ / shares | $ 0.05 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Expirations in Period | shares | (375,000) |
Share-based Compensation Arrangements by Share-based Payment Award, Options, Expirations in Period, Weighted Average Exercise Price | $ / shares | $ 0.09 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number, Ending Balance | shares | 10,980,285 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price, Ending Balance | $ / shares | $ 0.06 |
Note 12 - Stock Warrants_ Sch49
Note 12 - Stock Warrants: Schedule of the Company's outstanding warrants (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Dec. 31, 2017 | |
Number Outstanding | 10,980,285 | 11,355,285 |
Weighted Average Exercise Price | $ 0.06 | $ 0.05 |
$0.05 - $0.25 | ||
Number Outstanding | 10,980,285 | |
Weighted Average Remaining Contractual Life (In years) | 2 years 4 months 13 days | |
Weighted Average Exercise Price | $ 0.06 | |
Number Exercisable | 10,980,285 | |
Weighted Average Exercise Price | $ 0.06 | |
Intrinsic Value | $ 0 |
Note 13 - Earnings (Loss) Per50
Note 13 - Earnings (Loss) Per Share: Schedule of the Company's common stock equivalents (Details) | Mar. 31, 2018shares |
Details | |
Warrants (exercise price $0.05 - $0.25/share) | 10,980,285 |
Convertible debt (exercise price $0.20/share) | 6,129,329 |
Warrantes and Convertible Debt | 17,109,614 |
Note 14 - Related Party Trans51
Note 14 - Related Party Transactions (Details) | 3 Months Ended |
Mar. 31, 2018USD ($) | |
Proceeds from related party | $ 50,000 |
Accrued interest due to related party debt | $ 22 |
Related Party Transaction 2 | |
Related Party Transaction, Description of Transaction | Company received aggregate proceeds of $65,000 from Sandor Capital, a related party and significant shareholder |
Related Party Transaction 3 | |
Related Party Transaction, Description of Transaction | Kae Yong Park, a significant shareholder, and her spouse, Howard Baer (collectively, “Park”), advanced an aggregate of $57,300 on an unsecured basis to the Company for short-term capital needs. |
Related Party Transaction 4 | |
Related Party Transaction, Description of Transaction | Company incurred expenses of $45,000 related to its consulting contract with Howard Baer, the spouse of Kae Yong Park, our significant shareholder |
Note 15 - Commitments and Con52
Note 15 - Commitments and Contingencies (Details) | 3 Months Ended |
Mar. 31, 2018 | |
In May 2014 | |
Description of Contingency | The Company entered into an asset purchase agreement that requires the Company to pay a monthly royalty equal to six percent of gross monthly revenues over $150,000. |
On June 23, 2014 | |
Description of Contingency | Company issued a $500,000 promissory note in conjunction with the purchase of approximately 7,500 cannabis-related internet domain names. |
On July 25, 2014 | |
Description of Contingency | Company amended and restated its promissory note in the principal amount of $500,000 owing to Kae Yong Park (the Company’s then majority shareholder) |
Note 16 - Subsequent Events (De
Note 16 - Subsequent Events (Details) | 3 Months Ended |
Mar. 31, 2018 | |
Event 1 | |
Subsequent Event, Description | an affiliate of Sandor Capital, a related party and significant shareholder, advanced the Company an aggregate $90,000 |
Event 1 | Minimum | |
Subsequent Event, Date | Apr. 17, 2018 |
Event 1 | Maximum | |
Subsequent Event, Date | May 8, 2018 |
Event 2 | |
Subsequent Event, Description | Kae Park, a related party and significant shareholder, advanced the Company an aggregate $67,000 to fund business operations |
Event 2 | Minimum | |
Subsequent Event, Date | Apr. 3, 2018 |
Event 2 | Maximum | |
Subsequent Event, Date | May 15, 2018 |